EXHIBIT 10.13

                                 LEASE AGREEMENT

                                 BY AND BETWEEN

                         FPN PRIME, L.L.C., AS LANDLORD

                                       AND

                      CENTRAL JERSEY BANK, N.A., AS TENANT

                                    PREMISES:

                                 1903 Highway 35
                              Oakhurst, New Jersey

                                        1

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
ARTICLE                                      DESCRIPTION                                  PAGE
<S>             <C>                                                                       <C>
  ARTICLE 1  -  PREMISES ..............................................................      5
  ARTICLE 2  -  CONSTRUCTION AND PREPARATION; CERTIFICATE OF OCCUPANCY RELOCATION .....      5
       2(a)     Landlord Representation ...............................................      5
       2(b)     Landlord's Work .......................................................      5
       2(c)     Tenant's Work .........................................................      5
       2(d)     General Liability Insurance Policy ....................................      6
       2(e)     Tenant Contracts ......................................................      6
       2(f)     Initial Tenant Work ...................................................      6
       2(g)     Certificate of Occupancy ..............................................      6
       2(h)     Commencement Date .....................................................      7
       2(i)     Performance of Tenant's Work ..........................................      7
  ARTICLE 3  -  TERM ..................................................................      8
  ARTICLE 4  -  RENT ..................................................................      8
       4(a)     Additional Rent .......................................................      8
       4(b)     Annual Adjustment of Net Basic Rental .................................      8
       4(c)     CPI Example ...........................................................      8
  ARTICLE 5  -  OPTION TERM(S) ........................................................      9
  ARTICLE 6  -  REAL ESTATE AND OTHER GOVERNMENTAL CHARGES ............................     10
       6(a)     Tenant's Tax Percentage ...............................................     10
       6(b)     Other Taxes ...........................................................     10
       6(c)     Estimated Tax Payments ................................................     10
       6(d)     Tax Contest ...........................................................     11
       6(e)     Tax Dispute ...........................................................     11
  ARTICLE 7  -  COMMON AREA CHARGES ...................................................     11
       7(a)     CAC Percentage ........................................................     11
       7(b)     Estimated Payment of CAC ..............................................     12
  ARTICLE 8  -  ADDITIONAL RENT .......................................................     12
  ARTICLE 9     Security ..............................................................     13
ARTICELE 10  -  USE ...................................................................     13
      10(a)     Tenant Use ............................................................     13
      10(b)     Landlord Leasing Restriction ..........................................     13
 ARTICLE 11  -  UTILITIES .............................................................     14
 ARTICLE 12  -  INSURANCE; INDEMNIFICATION; WAIVER OF SUBROGATION .....................     14
      12(a)     Commercial General Liability Insurance Policy .........................     14
      12(b)     Tenant Indemnity ......................................................     15
      12(c)     Landlord Insurance Requirements .......................................     15
      12(d)     Tenant Property/Casualty Insurance ....................................     15
      12(e)     Tenant Release ........................................................     15
      12(f)     Landlord Release ......................................................     16
      12(g)     Insurance Surcharge ...................................................     16
 ARTICLE 13  -  NON-LIABILITY .........................................................     16
      13(a)     Landlord Responsibility ...............................................     16
      13(b)     Landlord Compensation .................................................     16
 ARTICLE 14  -  CLEANLINESS; DISPOSAL OF GARBAGE ......................................     16
      14(a)     Tenant Requirement ....................................................     16
      14(b)     Tenant Compliance with Law ............................................     16
</TABLE>

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<PAGE>

<TABLE>
<S>             <C>                                                                       <C>
 ARTICLE 15  -  BROKEN GLASS ..........................................................     16
 ARTICLE 16  -  REPAIRS; MAINTENANCE ..................................................     17
      16(a)     Landlord and Tenant Responsibilities ..................................     17
      16(b)     Failure to Make Repairs ...............................................     17
 ARTICLE 17  -  ALTERATIONS; TRADE FIXTURES ...........................................     17
 ARTICLE 18  -  CASUALTY DAMAGE .......................................................     18
      18(a)     Landlord Repairs ......................................................     18
      18(b)     Option to Terminate ...................................................     18
      18(c)     Tenant Requirement to Repair ..........................................     19
 ARTICLE 19  -  SUBORDINATION .........................................................     19
 ARTICLE 20  -  QUIET ENJOYMENT .......................................................     19
 ARTICLE 21  -  ACCESS TO PREMISES ....................................................     19
 ARTICLE 22  -  CONDEMNATION ..........................................................     20
      22(a)     Taking Rendering Premises Unusable ....................................     20
      22(b)     Tenant's Termination upon Taking ......................................     20
      22(c)     Taking Award ..........................................................     20
 ARTICLE 23  -  ASSIGNMENT AND SUBLETTING .............................................     20
      23(a)     Tenant Assignment/Subletting ..........................................     20
      23(b)     Assignment/Subletting Conditions ......................................     21
      23(c)     Assignment/Subletting Rent ............................................     21
      23(d)     Assignment/Subletting to Related Entity ...............................     21
 ARTICLE 24  -  SURRENDER; HOLDOVER ...................................................     22
      24(a)     Tenant Holdover .......................................................     22
      24(b)     Tenant Holdover Tenancy ...............................................     22
      24(c)     Non-Waiver of Rights ..................................................     22
 ARTICLE 25  -  DEFAULT ...............................................................     22
      25(a)     Events of Default .....................................................     22
      25(b)     Uncured Defaults ......................................................     23
 ARTICLE 26  -  JOINT AND SEVERAL LIABILITY ...........................................     23
 ARTICLE 27  -  NOTICE ON DEFAULT .....................................................     23
 ARTICLE 28  -  REMEDIES ON DEFAULT ...................................................     24
      28(a)     Remedies ..............................................................     24
      28(b)     Remedies-Uncured Defaults .............................................     24
      28(c)     Termination Event .....................................................     25
      28(d)     Liquidated Damages ....................................................     25
      28(e)     Breach ................................................................     25
      28(f)     Non-Waiver ............................................................     26
      28(g)     Late Fees .............................................................     26
      28(h)     Personal Property .....................................................     26
      28(i)     Notice ................................................................     26
 ARTICLE 29  -  CERTIFICATE OF LEASE STATUS ...........................................     27
 ARTICLE 30  -  LANDLORD'S LIEN .......................................................     27
 ARTICLE 31  -  SIGNS .................................................................     27
 ARTICLE 32  -  DELIVERIES/PARKING AND MAINTENANCE OF PARKING AREA ....................     28
      32(a)     Parking Facilities ....................................................     28
      32(b)     Maintenance ...........................................................     28
      32(c)     Costs .................................................................     28
      32(d)     Deliveries ............................................................     28
      32(e)     Designated Parking Spaces .............................................     28
</TABLE>

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<TABLE>
<S>             <C>                                                                       <C>
 ARTICLE 33  -  COMPLIANCE WITH MORTGAGE REQUIREMENTS; REASONABLE MODIFICATIONS .......     28
 ARTICLE 34  -  RULES AND REGULATIONS .................................................     29
 ARTICLE 35  -  HEADINGS ..............................................................     29
 ARTICLE 36  -  COMPLIANCE WITH LAWS ..................................................     29
      36(a)     Tenant Compliance .....................................................     29
      36(b)     Right to Contest ......................................................     29
 ARTICLE 37  -  FORCE MAJEURE .........................................................     30
 ARTICLE 38  -  PERFORMANCE OF TENANT'S OBLIGATIONS ...................................     30
 ARTICLE 39     WAIVER ................................................................     30
 ARTICLE 40  -  EXECUTION; COMPLETE AGREEMENT; COUNTERPARTS INTERPRETATION ............     30
 ARTICLE 41  -  BROKERS ...............................................................     31
 ARTICLE 42  -  NOTICES; REGISTERED AGENT .............................................     31
 ARTICLE 43  -  GUARANTEE OF LEASE ....................................................     32
 ARTICLE 44  -  BINDING EFFECT ........................................................     32
 ARTICLE 45  -  SEVERABILITY ..........................................................     32
 ARTICLE 46  -  DEFINITION OF LANDLORD; LIABILITY OF LANDLORD .........................     32
 ARTICLE 47  -  ENVIRONMENTAL COMPLIANCE; ISRA ........................................     33
      47(a)     Tenant Compliance with Environmental Laws .............................     33
      47(b)     ISRA ..................................................................     33
      47(c)     Lease Termination .....................................................     34
      47(d)     SIC ...................................................................     34
      47(e)     Cleanup Rental Requirement ............................................     34
 ARTICLE 48  -  WAIVER OF JURY TRIAL ..................................................     35
 ARTICLE 49  -  EXHIBITS ..............................................................     35
 ARTICLE 50  -  REQUESTS AS TO CERTAIN ACTIONS ........................................     35
 ARTICLE 51  -  OFFICE BUILDING LEASE .................................................     35
 ARTICLE 52  -  INCOMPLETE INFORMATION OR DOCUMENTATION ...............................     35
</TABLE>

Property:   1903 Highway 35, Oakhurst, New Jersey

                                        4

<PAGE>

                                 LEASE AGREEMENT
                                 ---------------

      THIS  AGREEMENT,  made this 4th day of October,  2007,  between FPN PRIME,
L.L.C., a New Jersey Limited Liability Company,  with a principal office at 1903
Highway 35, Oakhurst,  New Jersey 07755 (hereinafter referred to as "Landlord"),
and CENTRAL JERSEY BANK, N.A., a banking corporation of the State of New Jersey,
the  principal  place of business  which is located at 627 Second  Avenue,  Long
Branch, New Jersey 07740-0630 ("Tenant").

      1.    PREMISES
            --------

            Landlord demises unto Tenant,  and Tenant leases from Landlord,  for
the  term and  upon  the  condition  hereinafter  set  forth,  certain  premises
consisting of  approximately  9,200 square feet  designated on Exhibit A annexed
hereto. Such premises  (hereinafter referred to as the "Premises") are part of a
building  (sometimes herein called the "Building") within a development  located
in the  Township of Ocean,  New Jersey  (hereinafter  referred to as the "Office
Building").  The Office  Building and Premises are generally shown on Exhibit A.
Exhibit A, is a drawing of a proposed site plan.

      2.    CONSTRUCTION AND PREPARATION: CERTIFICATE OF OCCUPANCY RELOCATION.
            ------------------------------------------------------------------

            (a)   Landlord's Representation. Landlord represents that it is the
owner of the land upon which the Office  Building is to be constructed  and that
as of the  date  hereof  construction  is not  completed.  Landlord  has made no
representations,  covenants or warranties with respect to the Office Building or
Premises except as may be expressly set forth herein.

            (b)   Landlord's  Work.  Landlord agrees to make the improvements in
the Premises specified in Exhibit B attached hereto, if any, such work specified
thereon and said work (herein called "Landlord's Work") shall be completed prior
to the  commencement of the term of this Lease.  Architecture and materials used
in construction and structural details of Landlord's Work shall be the choice of
Landlord,  except as may  otherwise  be  specifically  provided  in  Exhibit  B.
Landlord may substitute materials provided they are equal in quality.

            (c)   Tenant's Work. Tenant agrees, at its own cost and expense,  to
perform all  fixturing and other work required for the operation of its business
(hereinafter called "Tenant's Work").  Within sixty (60) days after execution of
this Lease, Tenant shall furnish Landlord with plans and specifications  showing
such  fixturing,  interior  finishes  and other work or  equipment to be done or
installed by Tenant as might affect any  mechanical  or  electrical  part of the
Demised Premises or the building containing it, all of which shall be subject to
Landlord's approval,  which approval shall not be unreasonably  withheld. If the
Landlord shall not approve Tenant's plans and specifications, it shall so notify
Tenant and specify the work  objected  to, and Tenant  agrees that it will cause
same to be revised so as to remove or correct  the work  objected to by Landlord
and resubmit  revised plans and  specifications.  If Tenant shall fail to submit
plans and  specifications  within the stated time  period or required  revisions
thereof,  Landlord,  in addition to any other remedy it may have, shall have the
right to proceed with Landlord's Work and perform

                                        5

<PAGE>

any work  which it has  agreed to do for Tenant in  accordance  with  Landlord's
judgment and discretion and the same shall be binding on Tenant.

            (d)   General Liability Insurance Policy.  Prior to the commencement
of Tenant's Work,  Tenant shall obtain at its own cost and expense,  pay for and
deposit with  Landlord a premium paid policy for  Commercial  General  Liability
insurance  with an insurance  company  authorized and licensed to do business in
the State of New Jersey  indemnifying  and protecting  Landlord from any and all
claims  for  damages  to persons  or  property  or for loss of life or  property
arising out of Tenant's  Work,  and from and against the cost of  defending  any
suit or action upon any such claim,  such  insurance to be in an amount not less
than One Million Dollars  ($1,000,000.00) as to any one occurrence.  Two Million
Dollars  ($2,000,000.00)  aggregate,  and  Ten  Million  Dollars  $10,000,000.00
umbrella  (subject to increase in  accordance  with  paragraph (a) of Section 12
hereof), and to name Landlord and any persons or entities designated by Landlord
as  additional  named  insureds.  Tenant  shall at its own cost and expense also
carry or cause to be procured,  and provide Landlord in advance with evidence of
the existence of, adequate worker's  compensation  insurance,  meeting all Legal
Requirements and covering all workers, employees, servants and others engaged in
Tenant's Work.

            (e)   Tenant Contracts. Any contracts between Tenant and contractors
shall not name or refer to  Landlord,  or imply that  Landlord  is or can at any
time be  liable or  responsible  for the  cost,  in whole or in part,  of any of
Tenant's Work. No work that Landlord permits Tenant to perform or that Tenant is
obligated to perform pursuant to this Lease,  whether in the nature of erection,
construction,  alteration or repair, shall be deemed to be for the immediate use
and benefit of Landlord,  so that no construction  liens and/or notices of liens
(sometimes  herein referred to collectively as "Liens") shall be allowed against
the estate of Landlord  by reason of any consent  given by Landlord to Tenant to
alter or  improve  the  Premises.  As to any  Liens on the  Premises  or  Office
Building  property for or purporting to be for labor or materials  alleged to be
furnished for Tenant,  or for any contractor or subcontractor of Tenant,  Tenant
shall, at its own cost and expense, cause such Liens to be paid and satisfied of
record within twenty (20) days after  Landlord shall notify Tenant of the filing
of same or,  alternatively,  Tenant  shall bond such Liens or obtain a discharge
thereof by an order of a court of competent jurisdiction within such twenty (20)
day period.

            (f)   Initial  Tenant's  Work.  The  provisions  of this  Section 2,
except as such  provisions  by their  very  nature  relate  only to the  initial
Tenant's Work,  shall apply to any  alterations,  improvements or work as may be
performed  by Tenant or proposed to be  performed  by Tenant with respect to the
Premises.  It is  understood  that  Tenant's  Work  shall also be subject to the
provisions of Section 17 of this Lease (relating to Alterations).

            (g)   Certificate of Occupancy.  Tenant agrees that upon  completion
of Tenant's  Work,  the Premises  will comply with all legal  requirements,  and
Tenant  shall  procure  (with  Landlord's  assistance,  if required) a permanent
certificate of occupancy ("C/O") and shall provide a copy of the C/O to Landlord
within ten (10) days of Tenant's receipt thereof.  If a temporary C/O is issued,
then  Tenant  shall  procure  a  permanent  C/O prior to the  expiration  of the
temporary C/O. In the event Tenant is unable to obtain a C/O through no fault of
its own,  Landlord  shall have the right to undertake the work and/or obtain the
C/O at the sole cost and expense of Tenant,  in which event Tenant shall pay for
the cost of same upon submission by

                                        6

<PAGE>

Landlord of an invoice for the cost thereof, plus fifteen percent (15%) to cover
Landlord's overhead and administrative costs.

            (h)   Commencement  Date.  Landlord  shall give  Tenant no less than
forty-five (45) days prior notice of the date on which the Demised Premises will
be ready for  delivery  to Tenant  and for the  commencement  of  Tenant's  Work
(herein called "Tenant Work Date").  The Commencement  Date for the term of this
Lease shall be the earlier of (1) sixty (60) days after  Tenant's  Work Date; or
(2) the day on which Tenant opens the Premises for business. Rent and additional
charges will commence to accrue on such Commencement  Date. Within ten (10) days
following request therefore by Landlord or Tenant,  the parties shall execute an
agreement on Landlord's form setting forth the commencement and expiration dates
of this Lease in the form annexed hereto as Exhibit C ("CDA"), provided, that it
is  understood  that the  purpose of the CDA is solely to have a formal  written
confirmation  of the  Commencement  Date as  shall  be  determined  based on the
criteria set forth above;  and,  accordingly,  the signing and delivery of a CDA
shall not be a pre-condition  to Tenant's  obligation to commence payment of the
fixed monthly rent as of the date that in fact shall constitute the Commencement
Date based on the applicable  criteria.  Upon Tenant's entry into  possession of
the Premises for commencement of Tenant's Work or for any other purpose prior to
the  Commencement  Date,  Tenant shall become subject to all terms,  provisions,
covenants,  conditions  and/or  obligations  of this Lease  imposed  upon Tenant
(sometimes  herein referred to collectively as "Obligations") as if the Term has
commenced,  except  for the  obligation  to pay the fixed  monthly  rent for any
period prior to the Commencement Date.

            (i)   Performance  of  Tenant's  Work.  On the  Tenant's  Work Date,
Tenant  shall,  with due  diligence,  commence  Tenant's  Work and  install  its
fixtures in accordance with the plans and specifications  theretofore  submitted
to and approved by Landlord, in accordance with the laws, rules, regulations and
orders of all governmental  authorities having jurisdiction  thereof and without
interferences  with other work being done in the building and in compliance with
all  reasonable  rules which Landlord and its  contractors  may make, and employ
only the appropriate labor and not cause any conflict with any union contract to
which  Landlord or its  contractor or  subcontractors  may be a party.  Landlord
shall permit Tenant to do Tenant's Work and install  Tenant's  fixtures prior to
Tenant's Work Date,  provided same does not interfere with  Landlord's  Work, or
with the rights of any person or entity then  occupying  the  Demised  Premises.
Landlord  shall  have no  responsibility  for any  loss of or  damage  to any of
Tenant's  fixtures or property so installed or left in the Demised  Premises and
Tenant's  entry  prior to the  Commencement  Date shall be subject to all of the
provisions  of this Lease,  other than the  requirements  for payment of rent or
additional  charges  (which shall not  commence  until the  Commencement  Date).
Tenant shall furnish Landlord with all  certificates  and approvals  relating to
Tenant's  Work  which may be  required  by any  governmental  authority  for the
issuance of a  certificate  of  occupancy  or other  approval of the building in
which the Demised Premises are located,  or by the Board of Fire Underwriters of
the State of New  Jersey or the  National  Board of Fire  Underwriters  or other
similar body or bodies having  jurisdiction,  and Landlord  shall then procure a
certificate of occupancy.  Tenant's  taking  possession of the Demised  Premises
shall be  conclusive  evidence  that the Demised  Premises were then in good and
satisfactory condition.

                                        7

<PAGE>

      3.    TERM.
            -----

            The term of this Lease (sometimes  herein referred to as the "Term")
and all obligation for Tenant's payment of the fixed monthly rent and additional
rent shall commence on the Commencement  Date. The Term shall end (unless sooner
terminated as hereinafter provided) at midnight on the date of the expiration of
five (5) years  from the first day of the  calendar  month next  succeeding  the
Commencement Date (or from the Commencement  Date, if such be the first day of a
calendar month) unless Tenant has exercised its rights to any option term(s), if
any, as provided for herein.  Upon request of either  party,  both  Landlord and
Tenant shall execute and deliver to one another a CDA, appropriately  completed,
in form of Exhibit C.

      4.    RENT.
            -----

            NET BASIC RENTAL.  As net basic rental,  the Tenant shall pay to the
Landlord at  Landlord's  address set forth above,  or to such other place as the
Landlord may from time to time designate,  without previous demand therefore and
without  counterclaim,  deduction  or  set-off,  the annual  sum of Two  Hundred
Thirteen  Thousand  ($213,000.00)  Dollars  (plus  the cost of  living  increase
referred  to below),  which sum shall be payable in equal  monthly  installments
commencing June 1, 2008 in advance on the first day of the month during the term
of the Lease,  except the first  month's  rent which  shall be payable  upon the
Commencement  Date.  Notwithstanding  anything to the contrary contained herein,
the net basic rent shall remain the same and be constant for the initial 3 years
of the term of this Agreement.

            (a)   Additional  Rent.  In addition to the net rental  provided for
herein, the Tenant shall pay the additional rent as is provided for in Paragraph
6 hereinafter set forth.

            (b)   Annual Adjustment of Net Basic Rental. On the first day of the
month  after which the 3rd  anniversary  of the  Commencement  Date of the Lease
occurs,  the Net Basic Rental shall increase.  The increase shall be computed by
multiplying  the net basic rental paid during the immediately  proceeding  lease
year of the  term of the  Lease by a  fraction  of which  the  numerator  is the
Consumer  Price  Index  figure  in  effect  on  said  anniversary  date  and the
denominator  is the Consumer  Price Index figure in effect on the one year prior
to the 3rd anniversary of the  Commencement  Date. The resultant number shall be
the net basic rental for the year next  following if same is higher than the net
basic rental immediately prior to this adjustment, and same shall be payable for
the year of the term for which  such  calculation  is done.  A like  calculation
shall  be  made  on the  anniversary  of the  commencement  date  of  each  year
thereafter.

            (c)   CPI Example.  By way of example,  if the Consumer  Price Index
for the Second  Anniversary is 160 and further  assuming that the Consumer Price
Index for the Third  anniversary is 166.3, the Net Basic Renal commencing on the
fourth Anniversary shall be calculated as follows:

      166.3 CPI for Anniversary x Net Basic Rent for First Year = $_____________
      _________________________

      160 CPI for Commencement Date

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<PAGE>

which shall be payable in equal monthly  installments  during the fourth year of
the lease term.

            The  Consumer  Price Index as used herein shall be defined to be the
Consumer Price Index for all Urban  Consumers (New York, New  York-Northeastern,
New  Jersey),  published  by the  Bureau  of  Labor  Statistics,  United  States
Department of Labor or Successor, or substitute index appropriately adjusted. In
the event that the Consumer  Price Index (or successor or  substitute  index) is
not  available,  a  reliable  governmental  or  other  non-partisan  publication
evaluating the  information  theretofore  used in determining the Consumer Price
Index shall be used for the computation set forth above.

            In no event shall the adjustment  calculation set forth above result
in a rent greater than 10% percent more than the prior year's rent.

      5.    OPTION TERM(S).
            ---------------

            (a)   Tenant  shall have the right to be  exercised  as  hereinafter
provided,  to extend the Term for three (3) periods of five (5) years (sometimes
herein called the "Option Term(s)"), upon the following terms and conditions:

                  (i)   At the time of the  exercise of such right,  there shall
                        not exist an Uncured  Default  (as defined in Section 25
                        hereof),  and,  notwithstanding that the extension right
                        shall have been  exercised by Tenant,  Tenant's right to
                        have the  Option  Term come  into  existence  shall,  at
                        Landlord's option, be conditioned upon Tenant not having
                        committed an Uncured  Default as of the  commencement of
                        such Option Term.

                  (ii)  Any  extension  shall be upon the same terms,  covenants
                        and conditions as in this Lease provided, except that:

                        (1)   there shall be no further  privilege  of extension
                              of the Term beyond the Option Term(s)  referred to
                              above; and

                        (2)   during any Option Term(s),  the Basic Rent payable
                              by  Tenant  to  Landlord  shall be as shown on the
                              Rent  Schedule  as being  applicable  during  that
                              Option Term.

                  (iii) Landlord   shall   have  no   obligation   to  make  any
                        construction contributions or do any work or perform any
                        services  for  any  Option  Term  with  respect  to  the
                        Premises,  which  Tenant  agrees  to  accept  in "as is"
                        condition.

                  (iv)  Tenant  shall  have  timely  exercised  all of the prior
                        extension  options and shall have remained in possession
                        of and be then conducting business at the Premises.

                  (v)   Tenant shall have provided  Landlord with written notice
                        at least six (6) months prior to the  expiration  of the
                        initial Term or prior

                                        9

<PAGE>

                        Option  Term,  as the case may be, of its  intention  to
                        extend;  it being  understood  that TIME OF THE  ESSENCE
                        with respect to the foregoing  notice  requirements  and
                        that  failure  to  give  the  notice  as of  the  stated
                        deadline shall  constitute a waiver of Tenant's right to
                        extend the Term or prior  Option  Term,  as the case may
                        be.

            (b)   The word "Term" or any other word or  expression  used in this
Lease to have  reference to the term of this Lease shall include the  applicable
Option  Term(s),  unless  the  context  of the  use of such  word or  expression
indicates otherwise.

      6.    REAL ESTATE TAXES AND OTHER GOVERNMENTAL CHARGES.
            -------------------------------------------------

            (a)   Tenant's Tax  Percentage.  Tenant shall pay as additional rent
Tenant's  Tax  Percentage  (as  hereinafter  defined) of any and all real estate
taxes and assessments,  municipal water and sewer charges and other governmental
levies and charges,  general and special,  ordinary and extraordinary,  foreseen
and unforeseen, of any kind (sometimes herein collectively called "Taxes"), that
during the term are assessed or imposed  upon or become  payable with respect to
the tax parcel of which the Premises are part (the "Tax Parcel").  "Tenant's Tax
Percentage" shall mean that fraction the numerator of which is the leasable area
of the  Premises  and the  denominator  of which  is the  total  square  foot of
leasable  space in the Tax  Parcel;  provided,  however,  that for  purposes  of
determining  Tenant's  Tax  Percentage  there hsall in no event be included  for
purposes of establishing the  denominator,  any space within the Tax Parcel that
shall not have been  assessed  for  purposes of Taxes or utilized by Landlord in
connection  with the  maintenance  and operation of the  premises.  Tenant's tax
percentage shall initially be 51% (9,200/18,200).

            In the event any  assessment  at the  election of Landlord  shall be
payable in  installments,  Landlord agrees to elect the  installment  method and
only those installments  including  applicable interest applicable to each lease
year shall be utilized when calculating Tenant's tax percentage.

            (b)   Other Taxes.  Nothing  contained  in this Lease shall  require
Tenant to pay any franchise, corporate, estate, inheritance, succession, capital
levy or transfer tax of Landlord,  or any income,  profits or revenue tax or any
other tax, assessment, charge or levy upon the rent payable by Tenant hereunder;
provided,  however,  that if at any time during the Term, a tax in lieu of or in
total or partial  substitution for real estate taxes,  whether a tax on rents or
otherwise, shall be assessed against Landlord or upon the rent as a substitution
in whole or in part for Taxes assessed on the Tax Parcel,  such  substituted tax
shall be deemed to be included in the  calculation of the amount  required to be
paid by Tenant hereunder.

            (c)   Estimated Tax Payments.  Landlord  shall estimate on an annual
basis  the  amount  of Taxes  payable  by  Tenant on  account  of  Tenant's  Tax
Percentage, and one-twelfth (1/12th) of the amount so estimated shall be paid on
the  first  day of  each  calendar  month  in  advance,  which  estimate  may be
reasonably  revised during the annual period in order to reflect more accurately
the then actual Taxes.  After the end of each tax year,  Landlord  shall furnish
Tenant with a statement  in  reasonable  detail of the actual  Taxes,  and there
shall be an adjustment between Landlord and Tenant, with payment to or repayment
by Landlord, as the case may

                                       10

<PAGE>

require,  to the end that  Landlord  shall  receive  the entire  amount of Taxes
payable by Tenant on account  of  Tenant's  Tax  Percentage  for the  applicable
period.  Any sum owed by Landlord to Tenant shall be credited  towards  Tenant's
upcoming Tenant's tax percentage payment(s).

            (d)   Tax  Contest.  Landlord  shall  have the  sole,  absolute  and
unrestricted right, but not the obligation, to contest the validity or amount of
any tax by appropriate proceedings,  and if Landlord shall voluntarily institute
any such  contest it shall have the sole,  absolute  and  unrestricted  right to
settle any  negotiation,  contest,  proceeding or action upon  whatsoever  terms
Landlord may, in its sole discretion,  determine. In the event Landlord receives
any refund of such Taxes (and provided  Tenant is not then in default under this
Lease) Landlord shall credit such proportion of the refund as shall be allocable
to Tenant's tax percentage due form Tenant.

            (e)   Tax Dispute.  In the event of any dispute  under this Article,
Tenant shall pay Tenant's Tax Percentage in accordance  with the applicable bill
or statement,  and such payment shall be without prejudice to Tenant's position.
If the dispute shall be determined in Tenant's favor, by agreement or otherwise,
Landlord shall pay to Tenant the amount of Tenant's  overpayment  resulting from
compliance  with such bill or  statement.  Any such bill or  statement  shall be
deemed  binding and  conclusive if Tenant fails to object  thereto within thirty
(30) days after receipt thereof.

      7.    COMMON AREA CHARGES.
            --------------------

            (a)   CAC  Percentage.  Tenant shall pay to Landlord,  as additional
rent,  Tenant's  CAC  Percentage  (as  hereinafter  defined)  of the common Area
Charges (as hereinafter  defined)  pertaining to the common areas and facilities
in the Office Building including (1) the parking areas, landscaped areas and all
other portions of the Office Building  outside of any building(s)  thereon,  and
(ii) the areas of any  building(s) in the Office  Building,  including  exterior
walls,  roofs,  gutters  and  downspouts,  that are outside the leased or leased
space (such common areas and  facilities  being  sometimes  herein  collectively
called  "Common  Areas").  "Common  Area  Charges" as used herein shall mean the
total costs, fees and expenses incurred by Landlord, its agents and/or designees
for operating,  maintaining,  managing,  repairing,  and/or replacing all or any
part of the Common Areas (and any installation therein,  thereon,  thereunder or
thereover),  which shall  include,  but shall not be limited to, the total costs
and expenses  incurred for the  following:  cleaning,  planting,  replanting and
maintaining the landscaping:  Landlord's insurance with respect to Common Areas,
in limits  selected  by  Landlord,  including  but not limited to fire and other
casualty,  liability for personal injury and property damage, automobile parking
lot liability,  loss of rent, and sign insurance;  repaving and line repainting;
exterior  repainting,  washing and graffiti  removal,  including  power washing;
rental and  maintenance  of signs and  equipment;  lighting;  sanitary  control,
including;  if applicable,  maintenance  of removal and  disposition of garbage,
washes and refuse;  repair and/or replacement of Common Area utilities including
on-site water lines, electrical lines, gas lines, sanitary sewer lines and storm
water lines; utilities for serving the Common Areas including electrical, water,
gas and sewer;  personnel to implement  services as provided for the parking and
the  policing  of the Common  Areas;  required  licenses  and  permits;  private
security  and  private  police;  fire  protection;   and  health,   sanitary  or
safety-related  facilities  such as public  toilets.  "Tenant's CAC  Percentage"
shall mean that  fraction the  numerator  of which is the  leasable  area of the
Premises and the denominator of which is the total square feet of leasable space
in the

                                       11

<PAGE>

Office  Building  which as of the date  hereof is 18,200  SF, as such  numerator
and/or  denominator may change from time to time.  Tenant's CAC Percentage shall
initially be 51% (9,200/18,200). Anything above to the contrary notwithstanding,
if any other  tenant in the Office  Building  performs  or  provides  at its own
expense  any  item(s)  that would  otherwise  be provided by Landlord at its own
initial  expense and the cost for which would be included in common Area Charges
pursuant to this Section 7, then the square footage of such other tenant's space
shall not be included in the  denominator  for purposes of determining  Tenant's
CAC Percentage as to Landlord's costs for the applicable purposes of determining
Tenant's CAC Percentage as to Landlord's  costs for the applicable such item(s).
(For example,  if one particular  tenant  occupying  10,000 square feet of space
were to maintain the  exterior of its building at the tenant's own expense,  the
costs billed by Landlord,  as part of Common Area Charges, for building exterior
maintenance would be allocated as to the space in the Office Building other than
the  foregoing  10,000  square  feet,  to the effect  that the  denominator  for
purposes of establishing  Tenant's CAC Percentage  hereunder would be reduced by
10,000  square feet from the total  square feet of leasable  space in the Office
Building).

            (b)   Estimated Payment of CAC. Landlord shall estimate on an annual
basis the amount of Common Area Charges payable by Tenant on account of Tenant's
CAC  Percentage,  and  one-twelfth  (1/12th) of the amount so estimated shall be
paid on the first day of each calendar  month in advance,  which estimate may be
reasonably  revised during the annual period to reflect more accurately the then
actual Common Area Charges.  After the end of each calendar year, Landlord shall
furnish  Tenant with a statement in reasonable  detail of the actual Common Area
Charges,  and there  shall be an  adjustment  between  Landlord  and Tenant with
payment to or repayment by  Landlord,  as the case may require,  to the end that
Landlord  shall  receive  the entire  amount of Common Area  Charges  payable by
Tenant on account of Tenant's CAC Percentage for the applicable  period.  Tenant
at its own expense shall be permitted to conduct an audit of Common Area Charges
payable by Tenant on account  of  Tenant's  CAC  Percentage  for the  applicable
period.  Tenant at its own  expense  shall be  permitted  to conduct an audit of
Common Charges for any particular year of the Term,  provided that (i) the audit
is not conducted on a contingent  fee basis,  (ii) Tenant affords to Landlord at
least  forty-five  (45) days advance notice of Tenant's  intent to undertake the
audit on a particular date;  (iii) the audit is conducted at Landlord's  office,
and (iv) the audit is  undertaken  not later than six (6) months after  Landlord
shall have  provided a statement  as  aforesaid  with respect to the Common Area
Charges   for  the  year  in   question.   Anything   herein  to  the   contrary
notwithstanding, Landlord may from time to time bill Tenant a special assessment
of the actual  Common Area  Charges  incurred by Landlord  such as, for example,
extraordinary   charges  for  snowplowing   due  to  unusually   severe  weather
conditions.

      8.    ADDITIONAL RENT.
            ----------------

            Any and all sums required to be paid by Tenant hereunder, whether to
Landlord or to any third party, shall for purposes of Landlord's rights upon the
non-payment  thereof  and for all other  purposes  for  which the same  shall be
relevant,  be deemed in all respects to be additional  rent.  The Basic Rent and
additional  rent are sometimes  herein  referred to  collectively as "Rent." All
rent shall be payable without offset or deductions of any nature.

                                       12

<PAGE>

      9.    SECURITY.
            ---------

            Upon Tenant's  execution hereof,  Tenant shall, as a precondition to
Tenant  deriving any rights under this Lease,  deposit with  Landlord the sum of
$35,500.00  (the  "Security  Deposit")  as security  for the payment of the rent
hereunder and the full and faithful  performance  by Tenant of its  Obligations.
The  Security  Deposit  shall be returned to Tenant,  without  interest,  within
thirty  (30) days after the  expiration  of the Term,  provided  that Tenant has
fully and faithfully  performed all its Obligations.  During the Term,  Landlord
may, if Landlord so elects,  have recourse to the Security  Deposit to make good
any default by Tenant, in which event Tenant shall, on demand,  promptly restore
the  Security  Deposit to its original  amount.  Liability to repay the Security
Deposit to Tenant shall run with the title to the  Premises,  to the effect that
any assignee shall become labile for the repayment  thereof as herein  provided,
and the  assignor  shall be deemed to be released by Tenant  from  liability  to
return the  Security  Deposit.  Landlord  shall have the right to  increase  the
Security Deposit such that at all times it shall equal two months' fixed rent.

      10.   USE.
            ----

            (a)   Tenant  Use.  Tenant  shall use the  Premises  solely  for the
following  purpose(s) and for no other purpose: The Demised Premises may be used
by the Tenant for  offices,  brokerage  business  and/or any other lawful use in
connection  with the  operation  of the bank.  During  the Term  (including  any
applicable Option Term(s), Tenant shall, subject to the provisions of Section 18
and 22 hereof,  continuously  conduct  business  at the  Premises in a customary
manner for the above-described purpose during its normal operating hours. Tenant
shall not use the Premises, conduct its business or otherwise act or fail to act
in such  fashion as to cause or  constitute  a public or private  nuisance or to
interfere with the quiet  enjoyment of any other  tenant(s),  and shall keep the
Premises free from rodents and other pests.  Tenant shall not conduct, or suffer
to permit to occur,  any fire,  auction,  going-out-of-business,  bankruptcy  or
auction  sale in the  Premises  or Office  Building  without  the prior  written
consent of Landlord.  Such consent will not be unreasonably withheld by Landlord
provided  that Tenant  submits to Landlord at least  twenty (20) days in advance
the specific  date(s) of the  material  details and plans  concerning  the sale,
including  plans for crowd and traffic  control  and  safety,  and plans for the
repair of any damage to the Premises as may be caused by the conduct of the sale
and/or  removal of trade  fixtures  or other items from the  Premises;  it being
understood  and  acknowledged  that no such  sale  shall  be  conducted  without
Landlord being given the right and  opportunity to be present at the Premises at
all times when the sale is being  conducted  and the items are big removed  from
the Premises. Tenant acknowledges and understands that the purposes, among other
things,  of limiting  Tenant's use rights as aforesaid are to allow for Landlord
to have a mix of tenants at the Office Building that Landlord deems  appropriate
for the  successful  operation of the Office  Building as a whole,  and to avoid
possible  duplication of uses or violations of restrictions or exclusive  rights
as may from time to time apply to tenants of the Office Building.

            (b)   Landlord  Leasing  Restriction.  Landlord  agrees that, for so
long as (i) this Lease is in  effect,  (ii)  Tenant is not in default  hereunder
beyond  any  applicable  grace  period for cure,  and (iii)  Tenant is using the
Premises for the above-stated purpose, Landlord shall not

                                       13

<PAGE>

hereafter enter into any lease, with respect to the Office Building, to a tenant
whose primary use would be a bank with offices, and/or brokerage business.

      11.   UTILITIES.
            ----------

            Tenant  shall pay for all  utilities  upon  Landlord's  delivery  of
possession  of the  Premises  to  Tenant,  as  recorded  on  separate  meters if
previously or hereafter installed by Landlord,  including water, electricity and
fuel consumed for heating and air conditioning. If any utility or service is not
separately  metered,  Tenant  shall pay its  pro-rata  share of such  utility or
service as  reasonably  determined  by Landlord.  Tenant shall have the right to
review  and/or audit the utility  bills  received by the Landlord as well as the
amounts  paid to the  Landlord by the other  tenants in the Office  Building for
their utilities.  If special or extraordinary  use of the Premises shall produce
any  surcharge or increase in utility costs  generally  applicable to the Office
Building, such surcharge or increase shall be paid for by the tenant that causes
such  surcharge or increase in utility  costs,  upon demand from time to time by
Landlord.

      12.   INSURANCE; INDEMNIFICATION; WAIVER OF SUBROGATION.
            --------------------------------------------------

            (a)   Commercial General Liability  Insurance Policy.  Tenant shall,
during the entire Term,  keep in full force and effect a premium paid policy for
Commercial General Liability  insurance,  including plate glass insurance,  with
respect to the Premises and the business operated by Tenant in the Premises,  as
to which the coverage shall not be less than One Million Dollars ($1,000,000.00)
as to any one occurrence, Two Million Dollars ($2,000,000.00) aggregate, and Ten
Million Dollars $10,000,000.00  umbrella. The policy shall name Landlord and any
persons or entities  designated by Landlord as additional  named  insureds,  and
shall contain clauses: (i) that all the provisions thereof, except the limits of
liability,  shall operate in the same manner as if there were a separate  policy
covering  each  insured;  and (ii) that the insurer will not change or terminate
the insurance without first giving Landlord and Landlord's  designee thirty (30)
days prior  written  notice.  A copy of the policy or  certificate  of insurance
shall be  delivered  to  Landlord  on or  before  the date  Tenant  enters  into
possession  of the  Premises  for any  purpose.  All  insurance  required  to be
obtained  by Tenant  under  this Lease  shall be  written by a good and  solvent
insurance company reasonably  satisfactory to Landlord.  If Landlord  reasonably
determines that a significant  number of tenants in Office  Buildings are now or
hereafter  required to provide liability  insurance  policies to their landlords
with coverage  limits higher than as above  required,  Tenant shall be required,
upon demand by Landlord,  to provide Landlord with liability  insurance  bearing
limits at least equal to the generally  prevailing limits specified by Landlord.
Before  Tenant shall be required to increase its  insurance  coverage,  Landlord
must provide Tenant with written proof of the "significant  number of tenants in
Office Buildings" that are required to provide liability  insurance  policies to
their  landlords  with  coverage  limits  higher than as required by this lease.
Tenant shall also maintain  insurance on its fixtures,  goods,  equipment and/or
other  personal  property   (sometimes  herein   collectively  called  "Personal
Property") on a replacement  cost basis,  in accordance  with and subject to all
provisions hereof relating to Tenant's insurance obligations, except as same may
be inapplicable to property insurance (as opposed to liability insurance). It is
understood and acknowledged that as to the foregoing insurance to be obtained by
Tenant, and as to any other provisions of this Lease relating to insurance to be
obtained by Tenant or its contractors, the intention is that the

                                       14

<PAGE>

insurance  so  obtained  be  the  broadest  form  then  commercially  available,
irrespective  of the  terminology for such insurance as may be applicable at any
given time.

            (b)   Tenant  Indemnity.  Tenant shall  indemnify  and hold harmless
Landlord against any and all claims,  actions,  damages,  losses,  liability and
expenses,  including  court  costs and  reasonable  attorney's  fees  (sometimes
referred to herein  collectively as "Claims"),  in connection with loss of life,
personal  injury,  damage to property and/or loss or expense of any other nature
arising from or out of any occurrence in, upon or at the Premises (unless caused
by or due to the  negligence of Landlord or its agents,  employees and all those
acting at its  direction or on its behalf) or the  occupancy or use by Tenant of
the Premises or any part thereof,  or occasioned  wholly or in part by an act or
omission of Tenant, its agents, employees,  contractors,  customers,  lessees or
other licensees or invitees (sometimes herein collectively called "Agents"),  or
due to any  failure  of Tenant to comply  with its  Obligations  or  default  or
misrepresentations  hereunder by Tenant.  It is  understood  that the  foregoing
indemnification and hold harmless agreement shall survive expiration of the Term
or earlier  termination  of this Lease  (the  expiration  of the Term or earlier
termination of this Lease, as the case may be,  sometimes  herein being called a
"Lease Termination").

            (c)   Landlord  Insurance  Requirements.  Landlord shall maintain in
full force and effect at least the following:

                  (i)   Special  Form  insurance  on the Office  Building  in an
                        amount  equal  to  the  actual  cash  replacement  value
                        without depreciation of the building(s);

                  (ii)  Commercial  General  Liability  insurance for the common
                        areas,   in   limits   of  not  less   than   $1,000,000
                        comprehensive  general liability  (primary coverage) and
                        $5,000,000  additional  liability (umbrella coverage) to
                        protect Landlord against all claims,  actions,  damages,
                        losses, liability and expenses resulting from the use of
                        the common areas; and

                  (iii) rent insurance  covering  Landlord's loss of rent in the
                        event  of any  damages  or  destruction  to  the  Office
                        Building wherein an abatement of rent is permitted under
                        this Lease.

            (d)   Tenant  Property/Casualty  Insurance.  Tenant  shall  purchase
property/casualty insurance protecting against losses in the event of any damage
or destruction to the Premises or other circumstances  interfering with Tenant's
business and which are  generally  covered by  insurance  of such nature,  in an
amount  reasonably  required  by  Landlord  as  being  consistent  with  prudent
operation of the business involved.

            (e)   Tenant Release. Tenant hereby releases Landlord from liability
(to Tenant or anyone  claiming  through or under Tenant by way of subrogation or
otherwise) for any loss of, or damage to,  property which is or would be covered
by any insurance policies  maintained,  or required to be maintained,  by Tenant
pursuant  to this Lease,  even if such loss or damage  shall have been caused by
the fault or negligence of Landlord. Tenant shall include in its property

                                       15

<PAGE>

insurance  policy(ies) a waiver of the insurer's  right of  subrogation  against
Landlord, irrespective of fault or negligence.

            (f)   Landlord   Release.   Landlord  hereby  releases  Tenant  from
liability (to Landlord or anyone  claiming  through or under  Landlord by way of
subrogation  or otherwise)  for any loss of, or damage to,  property which is or
would be  covered  by any  insurance  policies  maintained,  or  required  to be
maintained,  by Landlord  pursuant this Lease, even if such loss or damage shall
have been caused by the fault or negligence of Tenant. Landlord shall include in
its property  insurance  policy(ies) a waiver of insurer's  right of subrogation
against Tenant, irrespective of fault or negligence.

            (g)   Insurance  Surcharge.  If any special or extraordinary  use of
the  Premises  shall  produce  any  surcharge  or increase  in  insurance  costs
generally applicable to the Office Building, such surcharge or increase shall be
paid for by Tenant, upon demand from time to time by Landlord.

      13.   NON-LIABILITY.
            --------------

            (a)   Landlord Responsibility. Landlord shall not be responsible for
any  Claims by reason  of  injury  or  damage to any  person or to any  property
belonging to Tenant or any other  person,  occurring  in or about the  Premises,
caused by or resulting from fire, steam,  electricity,  gas, water, rain, ice or
snow,  or any leak or flow from or into any part of the  Building,  or which may
arise from any other cause whatsoever in or on the Premises,  unless such injury
or damage is due to the  negligence of Landlord or of its agents,  employees and
all those acting at its direction or on its behalf.

            (b)   Landlord  Compensation.  No  damages,  compensation  or Claims
shall be payable by Landlord,  and this Lease and  Tenant's  duty to perform all
Obligations shall not be affected,  impaired,  reduced or excused,  in the event
that there shall be an  interruption,  curtailment  or  suspension of any of the
systems,  utilities or services  provided to the Building and/or Office Building
unless the cause thereof  shall be the  negligence of Landlord or of its agents,
employees and all those acting at its direction or on its behalf.

      14.   CLEANLINESS; DISPOSAL OF GARBAGE.
            ---------------------------------

            (a)   Tenant  Requirement.  Tenant shall  maintain the Premises in a
clean, neat and business like condition.

            (b)   Tenant Compliance with Law. Unless otherwise  provided in this
Lease,  Tenant shall,  at its own cost and expense and in accordance  with Legal
Requirements,  arrange  for and effect the  disposal  of all  garbage and refuse
associated  with  or  arising  out of the  use of the  Premises,  including,  if
required by law, the separate disposal of "recyclables".  The contractor(s) used
for such purpose shall be subject to the prior written approval of Landlord, not
to be unreasonably withheld.

                                       16

<PAGE>

      15.   BROKEN GLASS.
            -------------

            Tenant shall, at its own cost and expense,  immediately  replace any
glass in or about the Premises as same  becomes  cracked or broken other than by
reason of fire or other casualty in which event Landlord shall replace same.

      16.   REPAIRS; MAINTENANCE.
            ---------------------

            (a)   Landlord  and  Tenant  Responsibilities.   Landlord  shall  be
responsible only for the making of structural repairs with respect to the walls,
footings and  foundation,  and for the  maintenance,  repair and  replacement of
major mechanical systems,  unless the necessity for such repairs shall have been
occasioned by any act,  omission or negligence of Tenant or its Agents (in which
event Tenant shall, at Landlord's option,  either make the applicable repairs or
pay, upon demand,  the cost thereof.)  Tenant shall keep the Premises in as good
repair and condition as the same were in when  possession  hereunder  shall have
been given to Tenant,  except for repairs  occasioned by fire or other  casualty
and  reasonable  wear and tear. In making any repairs,  Tenant shall comply with
all Legal Requirements applicable to the Premises and/or to the work. Except for
Landlord's  obligations  stated above,  Tenant shall make all necessary repairs,
replacements,  renovations  and  alterations  of any kind  with  respect  to the
Premises  and the  doors,  windows  and  loading  dock(s),  if any,  appurtenant
thereto. Anything herein to the contrary notwithstanding,  Tenant shall keep the
service areas, sidewalks and loading areas adjoining the Premises free from snow
and treat ice and shall not permit the  accumulation of garbage,  trash or other
waste in or around the Premises.

            (b)   Failure  to Make  Repairs.  If Tenant  shall  fail,  refuse or
neglect to make repairs in accordance with its Obligations  under this Lease, or
to comply with the  provisions of this Section 16, or if Landlord is required to
make any repairs by reason of any act,  omission or  negligence of Tenant or its
Agents, Landlord shall have the right, at its option, to make such repairs or to
comply with the  provisions  of this Section 16 on behalf of and for the account
of Tenant and to enter upon the Premises for such  purposes and add the cost and
expense thereof plus a fifteen percent (15%)  administrative  fee (together with
interest pursuant to Section 38 hereof) to the next installment of the rent due,
and tenant  shall pay such  amount as  additional  rent  hereunder,  but nothing
contained in this paragraph  shall be deemed to impose any duty upon Landlord or
affect in any manner the Obligations of Tenant under this Lease.

      17.   ALTERATIONS; TRADE FIXTURES.
            ----------------------------

            Tenant  shall not make any  alterations  to or  improvements  of the
Premises,  whether for initial  fit-up of the Premises or  otherwise  (sometimes
herein referred to as "Alterations") except as provided below in this Section 17
and in accordance with the provisions of Section 2 of this Lease. With the prior
written consent of Landlord, not to be unreasonably withheld, Tenant may, during
the Term at its own cost and expense, (i) make changes of the partitions if such
changes  are  necessary  for the  operation  of Tenant's  business,  and/or (ii)
remodel or make non-structural  Alternations within the Premises, provided that,
as to any of the  above,  Tenant  complies  with  Legal  Requirements;  and  any
Alterations made by Tenant at Landlord's option shall be and remain the property
of Landlord upon expiration of this Lease or removed by Tenant. However, movable
trade fixtures may be removed by Tenant, and

                                       17

<PAGE>

Tenant shall restore the Premises to their original  condition.  In proposing to
make any  Alterations  including but not limited to any  Alterations  needed for
Tenant to prepare the Premises for Tenant's initial  occupancy  thereof,  Tenant
shall  provide  Landlord  with plans and  specifications  ("Plans")  therefor in
reasonable  detail,  and the  identification of the contractor(s)  that shall be
performing  the work;  and  Landlord  shall  have the right,  in its  reasonable
discretion,   to  approve   or  reject  the  Plans  or  to  require   reasonable
modifications thereof, and to approve or reject the applicable  contractor(s) or
any of them (it being understood and acknowledged by Tenant that Landlord may in
its reasonable judgment require the use of a specified contractor or contractors
who may be familiar with  electrical  or  mechanical  systems in the Building as
might be changed or affected by the  Alterations  proposed  to be  performed  by
Tenant).  It is expressly  understood and agreed that Tenant shall not undertake
any  Alterations or work of any kind as would require a roof  penetration or any
other damage to the roof or that would involve the  installation of floor drains
or the  making  of any  penetrations  into  the  floor  of  the  Premises.  Such
penetration  to be  done  only by a  roofer  at  Tenant's  cost.  It is  further
expressly understood and agreed that if Tenant violates the foregoing, then, not
in limitation of any other rights and remedies of the Landlord under this Lease,
Landlord  shall have the right to cause the repair of such  penetration or other
damage and charge the cost thereof to Tenant in accordance with paragraph (b) of
Section 16 above. Tenant shall have the right to choose its own roofer, with the
Landlord's prior written approval,  which approval not be unreasonably  withheld
or delayed.  Tenant shall  provide  Landlord  with copies of all  approvals  and
permits  as may be  obtained  by  tenant  in  connection  with  the  Alterations
including but not limited to building  permits and any required  certificate  of
occupancy, which documents shall in each case be provided to Landlord within ten
(10) days of Tenant's receipt thereof.

      18.   CASUALTY DAMAGE.
            ----------------

            (a)   Landlord Repairs. Landlord shall upon receipt of the insurance
proceeds, to the extent of the insurance proceeds received,  repair, rebuild and
restore,  with due  diligence,  damage of the Building  sustained as a result of
fire,  the elements or other  casualty or  occurrence  or act of God; and in the
event the  Premises,  in part or in whole,  are  rendered  unusable or unfit for
Tenant's  business,  an abatement shall be made as to the rent  corresponding to
the time during which,  and the extent to which,  the Premises cannot be used by
Tenant after damage  occurring as aforesaid and before  repair.  In the event of
total or fifty percent  (50%) or more  destruction  of the  Premises,  or if the
Premises are rendered totally unusable,  the rent will be totally abated. In the
event of partial destruction, defined as the destruction of less than 50% of the
Premises  and  same not  being  rendered  totally  unusable,  the  rent  will be
equitably  abated in  accordance  with the  square  footage of the  Premises  so
rendered unusable.  The abatements referred to herein, whether partial or total,
shall apply only to the extent that same shall be covered by rent insurance.  In
the  event of  total or fifty  percent  (50%)  or more  destruction  or  partial
destruction  of the Premises such as to render them  unsuitable for the business
of Tenant,  unless the Premises are repaired and  reinstated by Landlord  within
six (6) months to a condition comparable to that at the time of the destruction,
then at Landlord's or Tenant's option upon notice to the other, this Lease shall
cease and come to an end.  Anything herein to the contrary  notwithstanding,  if
the Premises and/or other  improvements in the Office Building are so damaged or
destroyed as to require a  substantial  rebuilding  and  Landlord  elects not to
rebuild,  Landlord  shall have the right to terminate  this Lease upon notice to
Tenant  given  within  ninety  (90)  days of the  occurrence  of such  damage or
destruction.

                                       18

<PAGE>

            (b)   Option  to  Terminate.  In  the  event  of  partial  or  total
destruction,  Landlord  shall  have the option to  terminate  this Lease if such
destruction  of the  Premises  occurs  within  two (2)  years  of the end of the
original  term (or Option  Term,  if  applicable),  except  that if Tenant has a
renewal option  remaining and notifies  Landlord,  within ninety (90) days after
the destruction that the option is in fact being exercised,  then Landlord shall
be under an obligation to rebuild,  but subject to the limitations on Landlord's
obligation to rebuild as are set forth in paragraph (a) of this Section 19.

            (c)   Tenant Requirement to Repair.  Notwithstanding anything herein
contained to the contrary,  in the event Landlord rebuilds,  repairs or restores
the  Premises,  Tenant shall  repair,  restore and replace its  fixtures,  trade
fixtures, decorations, contents, installations,  betterments and such other work
as is required at the Premises, in a manner and to at least a condition equal to
that  existing  immediately  prior to the  damage or  destruction,  and any rent
abatement  shall cease as of the date that  Landlord  delivers  the  Premises to
Tenant.

      19.   SUBORDINATION.
            --------------

            This  lease  shall be  subject  and  subordinate  to any  applicable
mortgage(s),  whether made prior to or after the execution of this lease, and to
all renewals, extensions, supplements, amendments, modifications, consolidations
and replacements thereof or thereto,  and advances made thereunder.  This clause
shall be  self-operative  and no further  agreement  of  subordination  shall be
required  to make the  interest  of any  Lessor  or  mortgagee  superior  to the
interest of Lessee hereunder.  In confirmation of such  subordination,  however,
Lessee shall  promptly  execute and deliver,  at its own costs and expense,  any
documents,  in recordable  form if  requested,  that Lessor or any mortgagee may
request  to  evidence  such  subordination;  and if  Lessee  fails  to  execute,
acknowledge  or deliver any such  documents  within five (5) days after  request
therefor,  Lessee hereby irrevocably constitutes and appoints Lessor as Lessee's
attorney-in-fact,  coupled with an interest,  to execute acknowledge and deliver
any such document for and on behalf of Lessee. Lessee shall not do anything that
would  constitute  a default  under any  mortgage,  or omit to do anything  that
Lessee is obligated to do under the terms of this Lease so as to cause Lessor to
be in default thereunder.

      20.   QUIET ENJOYMENT.
            ----------------

            Subject to the terms,  provisions,  covenants and conditions of this
Lease (sometimes herein called the "Lease Provisions"),  Tenant, upon performing
its  Obligations  hereunder,  shall have quiet enjoyment of the Premises for the
Term.

      21.   ACCESS TO PREMISES.
            -------------------

            Landlord and its authorized  designees shall have the right to enter
upon the Premises  during  regular  business  hours (and in  emergencies  at all
times) for all reasonable  purposes  including the following:  (i) to inspect or
exhibit the Premises to prospective purchasers,  mortgagees and tenants; (ii) to
erect, use, maintain and/or repair pipes,  cables,  conduits,  plumbing,  vents,
wires and/or utility  equipment in, upon,  above or under the Premises as may be
necessary  for the  servicing  of the  Premises  and/or  other  portions  of the
Building or Office  Building  and/or for adding or removing  equipment  or other
special facilities of utilities

                                       19

<PAGE>

with respect to space leased to other tenant(s);  and (iii) to make any repairs,
additions,  alterations  or  improvements  to or on the  Premises or Building as
Landlord  may deem  necessary.  Nothing  herein  shall be deemed to impose  upon
Landlord a duty to do any work that  Tenant is  required  to  perform  under any
provision  of this Lease,  and the  performance  thereof by  Landlord  shall not
constitute  a waiver of  tenant's  default in failing  to perform  the same.  In
connection with Landlord's  exercise of Access Rights,  (i) Landlord shall in no
event be liable for any  inconvenience,  disturbance,  loss of business or other
damages to Tenant, (ii) Obligations of Tenant under this Lease shall not thereby
be affected nor shall the same  constitute  grounds for any abatement of rent or
declaration of a constructive eviction;  (iii) Landlord shall use all reasonable
efforts not to interfere with Tenant's business in the Premises, but in no event
shall Landlord be required to incur any additional  expenses for work to be done
other than during regular  business hours; and (iv) Landlord shall not enter the
Premises without a  representative  of the Tenant present unless an emergency or
casualty occurs.  During the period  commencing  twelve (12) months prior to the
expiration of the Term (or of any Option Term as the case may be),  Landlord may
place upon the  exterior  of the  Premises  "For  Lease," "To Let" or "For Rent"
signs of reasonable size, which shall not be removed, damaged, defaced or hidden
by Tenant.

      22.   CONDEMNATION.
            -------------

            (a)   Taking  Rendering  Premises  Unusable.  If all or  part of the
Premises shall be condemned or taken for any public or  quasi-public  use, under
any  statute or by right or in lieu of eminent  domain (a  "Taking")  such as to
render the Premises  unsuitable for the business of Tenant,  then this Lease, at
the option of either  Landlord or Tenant,  shall be cancelled  and declared null
and  void  and of no  effect  as of the date of the  Taking.  In the  event of a
partial  Taking that is not extensive  enough to render the Premises  unsuitable
for the business of Tenant,  Landlord  shall, to the extent of the award for the
Taking or payment in lieu thereof (in either case, hereafter called an "Award"),
restore the Premises to a condition as nearly comparable as reasonably  possible
to the condition that the Premises were in immediately prior to the Taking,  and
this Lease shall continue in effect. In the event of a Taking,  rent shall abate
corresponding  to the time during which,  and the extent to which,  the Premises
may not be used by Tenant,  except  that any  abatement  shall apply only to the
extent covered by rent insurance.

            (b)   Tenant's  Termination  upon  Taking.  In the event  that fifty
percent (50%) or more of the parking area for the Office  Building  shall be the
subject of a Taking, Tenant shall have the option to terminate this Lease within
thirty (30) days from that date upon which  Landlord  shall notify Tenant of the
Taking. If Tenant shall fail so to terminate this Lease within such time period,
this Lease shall remain in full force and effect.

            (c)   Taking Award. Landlord shall be entitled to the full amount of
the Award (including payment for the value of the fee and leasehold  interests),
provided,  however,  that the  foregoing  provision  shall not be  construed  to
prevent Tenant from  prosecuting  and collecting  from the condemning  authority
such  separate  amount  (but not out of the Award  otherwise  to be  granted  to
Landlord)  to which  Tenant may be  entitled  by law such as for  moving  and/or
relocation expenses.

                                       20

<PAGE>

      23.   ASSIGNMENT AND SUBLETTING.
            --------------------------

            (a)   Tenant Assignment/Subletting. Tenant may not assign this Lease
or sublet the Premises or any portion  thereof without the prior written consent
of  Landlord,  which  consent  shall not be  unreasonably  withheld  or delayed.
Consent to any one  assignment or  subletting  shall not be deemed to constitute
consent to any other or further assignment or subletting,  and any subleasee (to
the extent applicable) or assignee shall be deemed automatically to have assumed
the Obligation of Tenant hereunder;  provided, however, that notwithstanding the
automatic assumption of liability as aforesaid,  any subleasee or assignee shall
be  required  to confirm  and  perfect  such  assumption  by written  instrument
delivered to Landlord contemporaneously with the occurrence of the assignment or
subletting.  No assignment  shall  release  Tenant or any  assignee(s)  from any
liability  hereunder,  and all persons or entities at any time  becoming  liable
hereunder shall be and remain primarily, jointly and severally liable hereunder.
Anything herein to the contrary  notwithstanding,  Tenant shall not be permitted
to assign this Lease or sublet the Premises or any portion thereof to any person
or entity the use of whom or which would be in competition with a then tenant at
the Office Building or would be in violation of any restriction which are or may
then be the  subject  of  binding  contracts  between  Landlord  and  any  other
tenant(s)  at the Office  Building  (it being  understood  and agreed that in no
event shall any  assignee or  subleassee  have the right to use the Premises for
any purpose other than as permitted  under Section 10 hereof).  It is understood
that  Landlord  shall be under no  obligation  to consent to any  assignment  or
subletting  prohibited pursuant to the preceding sentence.  A transfer or series
of  transfers of stock,  partnership  interests  or other  beneficial  interests
resulting  in a change of  controlling  interest  of  Tenant  shall be deemed an
"assignment" of this Lease for purposes of the provisions hereof. In the case of
an assignment of this Lease made without required consent of Landlord or made de
facto even if there is no written documentation thereof, Landlord, at its option
and without waiver of its right to assert an event of default by reasons of such
improper  assignment,  shall have the right to impose personal  liability on the
assignee as a condition of the assignee being  entitled to remaining  possession
of the Premises.

            (b)   Assignment/Subletting  Conditions. If other than in connection
with a sale by Tenant of the  business  then  being  conducted  by Tenant at the
Premises,  Tenant  requests  the right to assign this Lease or sublet all or any
part of the Premises (the request for which shall include,  not in limitation of
supplemental  information  that Landlord may  reasonably  require,  the name and
address and  financial  statement  of, and  proposed use of the Premises by, the
prospective assignee or sublessee). Landlord reserves the right at its option to
terminate  this Lease,  take back the Premises  and release  Tenant from further
liability under this Lease; or, in the case of a sublet of only a portion of the
Premises,  to terminate  this Lease as to, and take back from Tenant,  only that
portion of the  Premises  that is  proposed  to be sublet.  Landlord  shall have
thirty  (30) days from  receipt  of  request  as  aforesaid  for  assignment  or
subletting in which to determine if it wishes so to terminate,  and shall notify
Tenant in writing  within such period of Landlord's  decision to  terminate,  if
such be the case.  In the event of a partial  subletting,  Tenant shall bear all
costs in  connection  with  construction  of a diving  wall  between  the  space
retained by Tenant and the space  recaptured  by Landlord,  which costs shall be
paid by Tenant to Landlord, on demand, as additional rent.

            (c)   Assignment/Subletting  Rent.  If this  Lease  is  assigned  or
otherwise  transferred,  or if Tenant  shall  sublet  the  Premises  or any part
thereof, one-half (1/2) of any rent

                                       21

<PAGE>

or other  consideration  paid by or on  behalf  of the  applicable  assignee  or
sublessee in excess of the rent provided for in this Lease  (determined on a per
square foot basis in the case of partial subletting) shall be for the benefit of
and shall be immediately paid to Landlord from time to time upon receipt thereof
by Tenant.

            (d)   Assignment/Subletting   to  Related  Entity.   Notwithstanding
anything set forth herein to the  contrary,  Tenant shall be permitted to assign
this  Lease or sublet all or a portion of the  Premises  to any entity  that (i)
controls,  is  controlled  by or under common  control with Tenant,  (ii) is the
surviving entity of a merger or other corporate  combination with or into Tenant
or (iii)  acquires all or  substantially  all of the assets and  liabilities  of
Tenant,  all upon  prior  notice to  Landlord,  but  without  the need to obtain
Landlord's consent or approval.

      24.   SURRENDER; HOLDOVER.
            --------------------

            (a)   Tenant Holdover.  Upon a Lease Termination,  Tenant shall quit
and  surrender to Landlord the  Premises in good order and  condition,  ordinary
wear and tear  excepted,  and shall  remove  movable  trade  fixtures  and other
Personal  Property to the extent that  Landlord at its option shall direct (such
obligation  to survive a Lease  Termination  if all of such  fixtures  and other
Personal  Property shall not have theretofore been removed and if Landlord shall
thereafter  require the removal of all or any portion  thereof) and shall repair
any damage to the premises or Building caused thereby. If Tenant shall remain in
possession of the Premises after a Lease Termination  without the execution of a
new lease,  such holding over (sometimes  herein called a "Holdover")  shall, in
the  absence  of a written  agreement  to the  contrary,  constitute  a wrongful
Holdover.  In such  circumstances  and for the entire period during which Tenant
wrongfully  holds over,  Tenant shall comply with all of its Obligations  except
that the Basic  Rent  shall be twice that in effect on the last day prior to the
Lease Termination.

            (b)   Tenant Holdover Tenancy. At the option of Landlord, a Holdover
shall be deemed to have created and to constitute a tenancy from  month-to-month
terminable  upon written notice of thirty (30) days by either party to the other
(the parties agreeing that 30 days shall constitute  sufficient such notice even
if not including one full billing cycle, notwithstanding any law to the contrary
as may  otherwise  govern  month-to-month  tenancies).  Such tenancy shall be in
accordance  with the  Lease  Provisions  (except  as to  duration  of term or as
otherwise inapplicable to a month-to-month tenancy), provided, however, that the
Basic  Rent  shall be twice  that in  effect  on the last day prior to the Lease
Termination  (the  "Holdover  Basic Rent"),  irrespective  of whether or not the
parties  during  the  period of the  Holdover,  are  negotiating  the terms of a
proposed new lease ("New Lease"),  and irrespective of the fact that the parties
may be  negotiating  a New Lease at a fixed minimum rent lower than the Holdover
Basic Rent.

            (c)   Non-Waiver  of  Rights.   Anything   herein  to  the  contrary
notwithstanding,  if by statute  or other  law,  Landlord  is  entitled,  upon a
Holdover, to receive rent, use and occupancy  consideration and/or damages which
individually,  collectively  or in any  combination are in excess of the amounts
above  stipulated,  Landlord  shall not be deemed to have  waived,  and shall be
entitled to the entire  benefit of,  such  statute or law. If the parties  enter
into a New Lease at a higher rental than that in effect during the period of the
Holdover,  Tenant shall be responsible  for payment to Landlord,  at or prior to
the effective date of the New Lease, of such

                                       22

<PAGE>

amount  as will  afford to  Landlord  the full  rent  pursuant  to the New Lease
retroactively to the beginning of the period of the Holdover.

      25.   DEFAULT.
            --------

            (a)   Events of  Default.  The  occurrence  of any of the  following
shall constitute a default hereunder:

                  (i)   Failure of Tenant to make any payment of rent when due.

                  (ii)  Failure  of Tenant  to  perform  any of its  Obligations
                        hereunder  other than the payment of rent and other than
                        a  default  by Tenant  pursuant  to  subparagraph  (iii)
                        through  (vii)  below  of  this  paragraph  (a)  without
                        Landlords consent.

                  (iii) Tenant  or any  guarantor  hereof  being  adjudicated  a
                        bankrupt or insolvent,  or being placed in receivership,
                        or proceeding  being  instituted by or against Tenant or
                        any  guarantor   hereof  for   bankruptcy,   insolvency,
                        receivership, agreement of composition or assignment for
                        the benefit of creditors, or this Lease or the estate of
                        Tenant herein  passing to another by virtue of any court
                        proceedings,   writ  of  execution,   levy  sale  or  by
                        operation  of law,  other than testate  distribution  or
                        intestate descent and distribution;  provided,  however,
                        that if the applicable  such act is not voluntary on the
                        part of Tenant or the guarantor,  the  applicable  party
                        shall have sixty (60) days to set same aside.

                  (iv)  Failure of Tenant to take up  occupancy  of the Premises
                        when the same shall be ready for  occupancy as set forth
                        in this Lease.

                  (v)   Abandonment  of the  Premises by Tenant,  which shall be
                        conclusively  presumed to have  occurred  upon  Tenant's
                        cessation of business at the Premises and failure to pay
                        rent within ten (10) days of the date due.

                  (vi)  The making of a material misrepresentation  hereunder by
                        Tenant.

            (b)   Uncured Defaults. A default by Tenant in the performance of or
compliance  with its  Obligations  with  respect to which a notice of default is
required under this Lease shall be deemed to constitute and is hereby defined as
an  "Uncured  Default"  if and at such time as the time  period  for cure of the
default, as provided for in this Lease, has expired without the cure having been
effected. The term "Uncured Default" shall also include any failure by Tenant to
perform or comply with, or a default by Tenant as to, any  Obligation  hereunder
as and when such  failure to perform  or comply or such  default  occurs if with
respect  thereto the Tenant is not  afforded a right of notice from the Landlord
or right to cure.

                                       23

<PAGE>

      26.   JOINT AND SEVERAL LIABILITY.
            ----------------------------

            If there  shall at any time be more than one  person  and/or  entity
comprising Tenant,  the liability  hereunder of all such persons and/or entities
shall be primary, joint and several.

      27.   NOTICE ON DEFAULT.
            ------------------

            In  the  event  of  any  default  as  defined  in  Section  25(a)(I)
and/or(ii)  of this Lease,  Landlord  shall give Tenant  notice of the nature of
such default shall have the right to cure the applicable  default(s) within five
(5) business days after the giving of Landlord's notice; provided, however, that
if a  non-monetary  default so  specified  shall be of such nature that the same
cannot reasonably be cured within ten (10) day period,  the time period for cure
of the default shall not be deemed to have elapsed unless and until Tenant shall
have failed to commence the curing of such default  within the ten-day period or
shall  have  failed  thereafter  to  continuously  and  diligently   proceed  to
completion  of the cure.  Nothing in this  paragraph  shall be deemed to require
Landlord to give more than five (5) days notice prior to the  commencement  of a
summary  proceeding for non-payment of rent or a plenary action for the recovery
of rent on account of any default in the payment of rent, it being intended that
such  notices  are for the sole  purpose of  creating a  conditional  limitation
hereunder pursuant to which this Lease shall terminate and Tenant shall become a
holdover  tenant.  Notwithstanding  the above with respect to the  nonpayment of
rent Tenant shall only be entitled to two such notices within any rolling twelve
month period.

      28.   REMEDIES ON DEFAULT.
            --------------------

            (a)   Remedies.  If Tenant  shall vacate the Premises as a result of
summary proceedings or otherwise, Landlord, in addition to other remedies herein
contained  or as may be  permitted  by law,  may  either by force or  otherwise,
without being liable for prosecution therefore or for damages, re-enter and take
possession  of the  Premises  and, as agent for Tenant or  otherwise,  relet the
Premises  and  receive  the rents  therefor  and apply the same,  first,  to the
payment of such expenses,  reasonable  attorneys' fees and costs as Landlord may
have incurred in re-entering  and  repossessing  the Premises and in making such
repairs and alterations as may be necessary;  and, second, to the payment of the
rent due  hereunder.  Tenant  shall  remain  liable  for such  rent as may be in
arrears and also the rent as may accrue  subsequent to the re-entry by Landlord,
to the extent of the  difference  between the rent  reserved  hereunder  and the
rent, if any,  received by Landlord  during the remainder of the unexpired  Term
(including  any  Option  Term for which an  option  has been  exercised),  after
deducting the  aforementioned  expenses,  fees and costs; the same to be paid as
such  deficiencies  arise and are  ascertained  each month. It is understood and
agreed  that in the event of any  default  and  whether  or not  Landlord  shall
re-enter the Premises and/or terminate this Lease, Landlord shall be entitled to
recover from Tenant, as additional rent, Landlord's costs, expenses,  reasonable
attorneys' fee and other fees incurred in enforcing the provisions of this Lease
and/or exercising any default remedies  hereunder,  including but not limited to
reasonable  attorneys' fees in connection with or arising out of the issuance of
default  notices  and  filing  fees and  reasonable  attorneys'  fees and  costs
incurred in  connection  with or arising out of the  preparation,  filing and/or
prosecution of a suit for dispossess and/or a suit for collection of rent, which
attorneys' fees may be either or both of fees

                                       24

<PAGE>

of outside  counsel and allocated fees of Landlord's  in-house  counsel.  Not in
limitation  of any other  rights or  remedies  of  Landlord,  Landlord  shall be
entitled, in the case of an Uncured Default by Tenant and referral of the matter
by Landlord to a third party for collection, to receive from Tenant a collection
fee in the amount of 20% of the sums due form Tenant, or such greater collection
fees as may then be allowed by law.

            (b)   Remedies - Uncured Default.  Additionally,  in the event of an
Uncured  Default,  Landlord  shall have the right but not the  obligation,  upon
giving five (5) days notice in writing to Tenant,  to declare this Lease and the
Term at an end on the  date  fixed  in such  notice  as if such  date  were  the
originally  fixed expiration date of the Term (but Tenant shall retain liability
as set forth in paragraph  c) below) and  Landlord  shall then have the right to
remove all persons and Personal Property from the Premises without liability for
damages.

            (c)   Termination  Event.  In case of any  such  default,  re-entry,
expiration,  termination  and/or dispossess by summary  proceedings or otherwise
(in any case,  sometimes herein referred to as a "Termination  Event"):  (i) the
rent  shall  become  due  thereupon  and be paid to the time of the  Termination
Event,  together  with such  expenses as Landlord may incur for legal  expenses,
reasonable  attorneys'  fees,  brokerage  and/or  rendering the Premises in good
order,  or for  preparing  the same for  reletting;  (ii) landlord may relet the
Premises or any part thereof, either in the name of Landlord or otherwise, for a
term(s) which may, at Landlord's  option be less than or exceed the period which
would  otherwise  have  constituted  the  balance  of the  Term,  and may  grant
commercially  reasonable  concessions  and/or free rent;  and (iii) Tenant shall
also pay Landlord,  as damages,  the deficiency between the rent hereby reserved
and/or  covenanted to be paid and the net amount, if any, of the rents collected
on account of the  lease(s) of the  Premises  for each month of the period which
would  otherwise have  constituted  the balance of the Term.  When computing the
amounts which shall be due from Tenant,  there shall be added to such deficiency
the expenses which Landlord may incur in connection with reletting,  such as but
not limited to legal expenses,  reasonable  attorneys' fees, brokerage fees, and
costs of  keeping  the  Premises  in good  order or for  preparing  the same for
reletting.   Any  such  amounts  due  from  Tenant  shall  be  paid  in  monthly
installments  by Tenant on the rent day  specified  in this Lease,  and any suit
brought  to  collect  the  amount  of the  deficiency  for any  month  shall not
prejudice  in any way the right of Landlord to collect  the  deficiency  for any
subsequent  month by a similar  proceeding.  The  termination  of this  Lease by
Landlord in connection  with default by Tenant  hereunder shall not be construed
as or constitute a release of Tenant's  liability for all  Obligations of Tenant
for what would have  constituted the entire Term including,  as the case may be,
the then Option Term or any Option Term for which an option has been  exercised,
subject to mitigation as aforesaid.

            Landlord from and after the date Landlord shall obtain possession of
the  Demised  Premises  by  reason of a  Termination  Event  agrees  to  utilize
commercially reasonable efforts to relet the Demised Premises.

            (d)   Liquidated Damages. If Landlord so elects, Tenant shall pay to
Landlord,  upon demand and as liquidated damages, the rent which would have been
payable by Tenant  from the date of such  demand to the date when the Term would
have expired if it had not been  terminated as aforesaid,  minus the fair rental
value of the  Premises  for the same  period.  Upon  payment of such  liquidated
damages, Tenant shall be under no further liability with respect to the

                                       25

<PAGE>

period  after the date of such  demand  except for  interest  on the  liquidated
amount  attributable  to the time period  between the accrual of the damages and
Landlord's receipt of full payment therefor.

            (e) Breach.  In the event of a breach or threatened breach by Tenant
of any of its  Obligations,  Landlord shall have the right of injunction and the
right to invoke any remedy  allowed at law or in equity as if re-entry,  summary
proceedings  and other  remedies  were not provided for herein.  Mention in this
Lease of any particular  remedy shall not preclude Landlord from using any other
remedy provided for herein and/or available by law or in equity.

            (f)   Non-Waiver. No receipt of rent by Landlord from Tenant after a
Termination  Event shall  reinstate,  continue or extend the Term. No receipt of
rent after the  commencement  of suit or after final  judgment for possession of
the Premises shall reinstate, continue or extend the Term, or affect the suit or
the  judgment.  The receipt of rent by Landlord for other than the entire amount
of rent then due to  Landlord  shall be deemed  received on account of the total
rent due,  and may be applied by  Landlord  against  rent due in such  manner as
Landlord may determine,  without the receipt  thereof  constituting an accord or
satisfaction  or creating any  modification of the rent  obligations  under this
Lease,  it being  understood that no course of dealing between the parties shall
create or constitute a modification of this Lease,  which  modification may only
be  effected  by  written  agreement  of the  parties.  None  of  the  aforesaid
provisions of this paragraph (f) including, without limitation, Landlord's right
to apply payments as Landlord  determines shall be affected by any writings that
Tenant may submit to Landlord  purporting to control or limit Landlord's  rights
hereunder or purporting to create an accord or satisfaction  (such as, by way of
example  but  not  limitations,  Tenant  submitting  to  Landlord  a rent  check
including  a notation  thereon to the  effect  that the amount  thereof is to be
applied to a particular  rental  period or for a particular  item of rent and/or
that  the  amount  thereof  constitutes  payment  in  full  of all  rents  due).
Landlord's rights on default of Tenant in payment of rent, including the filing,
prosecution  and enforcement of dispossess  proceedings,  shall be unaffected by
any  payment   tendered   by  Tenant   unless  and  until  the  funds  shall  be
unconditionally   collected  in  Landlord's  account.  Landlord  shall  have  no
obligations to accept  payment after a judgment for  possession  shall have been
rendered.

            (g)   Late Fees.  In  addition  to all other  rights or  remedies of
Landlord  hereunder,  Landlord  shall be entitled to receive from Tenant (i), in
the event of any  payment  of rent  being made more than five (5) days after the
due date, a late fee of five percent (5%) of the amount of such rent, plus (ii),
in the event of any  payment of rent being made more than thirty (30) days after
the due date,  interest of one and  one-half (1 1/2%) per month on the amount of
such rent from its due date until paid.  Tenant agrees and acknowledges that the
above fee and interest  charge are based on  reasonable  estimates of Landlord's
administrative  costs in  handling  and  other  damages  or costs as a result of
delinquent payments.

            (h)   Personal Property. Any Personal Property of Tenant not removed
by  Tenant  upon  a  Termination  Event,  or  upon  any  quitting,  vacating  or
abandonment  of the Premises by Tenant,  shall at Landlord's  option (and not in
limitation or derogation of Landlord's  rights under paragraph (a) of Section 28
hereof) be considered as abandoned  and Landlord  shall have the right,  without
any notice to Tenant, to store, sell and/or otherwise dispose of the same,

                                       26

<PAGE>

at the expense of Tenant,  and Landlord  shall not be  accountable to Tenant for
proceeds of any sale as may occur.

            (i)   Notice.  Tenant acknowledges that it is of material concern to
Landlord  that rents be paid as of the first day of each  applicable  month,  in
order that among  other  things  Landlord  be able  timely to pay its  mortgage.
Accordingly,  should  Tenant  be late in  payment  of  rent on more  than  three
occasions in any twelve  (12)-month  period and have received  notice thereof on
such  occasions  as  required  by this  Lease  ("Noticed  Defaults"),  then  the
following  shall be  applicable,  notwithstanding  anything in this Lease to the
contrary:  for the  twelve  (12)-month  period  after the latest to occur of the
Noticed Defaults,  there shall be no further notice requirements with respect to
payment of the fixed monthly rent, to the effect that in such circumstances, (i)
Tenant shall be deemed to have committed an Uncured Default immediately upon its
failure to make any rent  payment  as of the date due,  and (ii) the late fee as
above  described shall  automatically  apply as of the day after the payment was
due and shall be added to the amount of rent then unpaid and due from Tenant.

      29.   CERTIFICATE OF LEASE STATUS.
            ----------------------------

            Tenant shall at any time, upon ten (10) days prior written notice by
Landlord,  execute,  acknowledge and deliver to Landlord,  in recordable form, a
statement  certifying  (i) that this Lease is  unmodified  (or  certifying  what
modifications exist) and in full force and effect, (ii) the date as of which the
rent required to be paid  hereunder  has been paid,  (iii) whether or not Tenant
alleges that Landlord is in default under this Lease,  (iv) any defenses against
the  enforcement of this Lease that Tenant may allege it possesses,  and (v) any
additional  information  that  may be  reasonably  requested  by  Landlord.  The
statement  shall  be in such  form as may be  relied  upon by  Landlord,  by any
prospective purchaser of the Office Building or of any party thereof or interest
therein, or by any mortgagee (or assignee thereof) or prospective mortgagee with
an interest or prospective  interest in the Office Building.  Tenant shall cause
any  Guarantor  of this Lease to execute  and deliver to  Landlord,  on the same
terms and conditions as set forth above in this paragraph,  a similar  statement
with respect to the status of its Guarantee. Upon request Landlord shall deliver
to Tenant a statement  similar to the one  required to be delivered by Tenant to
Landlord.

      30.   LANDLORD'S LIEN.
            ----------------

            Upon any uncured default by Tenant under this Lease,  Landlord shall
have a lien and  security  interest  on all  Personal  Property  of  Tenant,  in
addition to statutory liens of Landlord now or hereafter in effect.

      31.   SIGNS.
            ------

            Any signs  desired by Tenant  shall be erected by Tenant at its sole
cost and  expense,  provided  that Tenant shall first have  obtained  Landlord's
consent and any required  municipal  permits or approvals as to location,  type,
size and content thereof and method of  installation  based upon plans submitted
to Landlord,  such consent shall not be unreasonably withheld or delayed. Tenant
shall keep any such sign(s) in good repair, and all maintenance thereof shall be
at the sole cost and expense of Tenant. Tenant may remove such sign(s) at the

                                       27

<PAGE>

expiration of the Term,  provided that Tenant  repairs any damage caused by such
removal. All signs of Tenant must be installed and maintained in compliance with
all Legal  Requirements.  If Landlord shall deem it necessary to remove any sign
in order to paint or to make repairs, alterations or improvements in or upon the
Building  or  Office  Building,  Landlord  shall  have the  right to do so after
providing reasonable written notice to Tenant.

            Unless otherwise  specifically  set  forth  herein,  no  rights  are
granted to Tenant to utilize  the roof or have any use of a portion of any pylon
sign to be erected by Landlord.  In the event that Landlord consents to Tenant's
utilizing  a portion of  Landlord's  pylon  sign,  the cost of  fabricating  and
installing Tenant's sign on the pylon shall be paid for by Tenant.

            Tenant  acknowledges  that as of the date  hereof the pylon sign for
the Office  Building has not been  designed.  Landlord  agrees that Tenant shall
have the right at its cost and expense to place signage  approved by Landlord on
the  pylon  sign  when  constructed.  Tenant  shall  maintain  its  sign in good
condition.  Landlord shall, as soon as same is known,  advise Tenant of the size
of Tenants  insert on the pylon sign and the  material  from which same is to be
fabricated.  Tenants insert on the pylon sign shall be fabricated and installed,
at Tenants expense by Landlords sign contractor.

      32.   DELIVERIES/PARKING AND MAINTENANCE OF PARKING AREA.
            ---------------------------------------------------

            (a)   Parking Facilities. Throughout the Term, parking facilities as
generally shown on Exhibit A and as may be modified or altered from time to time
shall be provided by Landlord for Tenant and its Agents, in conjunction with the
use thereof by other tenants.

            (b)   Maintenance.  Landlord assumes all responsibility  with regard
to maintenance,  repairs, replacements,  operation, supervision, use and control
(collectively,  "Maintenance")  of and to the  parking  spaces,  parking  areas,
passageways,  sidewalks, entrances, exits, cuts in curbing, lighting facilities,
and landscaped and other exterior areas,  including, to the extent feasible, the
keeping of the exterior  common areas clean and free and clear of  encumbrances,
obstructions, debris and snow.

            (c)   Costs.  It is understood  that the costs of Maintenance of the
parking areas and other areas  referred to in the preceding  paragraph  shall be
included in the Common Area Charges.

            (d)   Deliveries.  Tenant  agrees  to cause  all  deliveries  to the
Demised  Premises to be made through  Tenant's  rear entry door and not thru the
main entry door.  In the event that by reason of a delivery  being made thru the
main entry door the curbing  building  facade or any other portion of the Office
Building  shall be damaged Tenant shall upon demand  reimburse  Landlord for the
cost of repairing the damage such payment to be deemed additional rental.

            (e)   Designated Parking Spaces. Tenant and its employees shall park
their cars in the _____  designated  spaces of the parking  area as set forth in
the "Bank  Designated  (_____ spc)  Parking  Plan" a copy of which is annexed to
this  Lease as Exhibit  D.  Tenant  shall  inform  all of its  employees  of the
foregoing requirements.

                                       28

<PAGE>

      33.   COMPLIANCE WITH MORTGAGE REQUIREMENTS: REASONABLE MODIFICATIONS.
            ----------------------------------------------------------------

            Tenant shall  deliver  to  Landlord  such  forms,   certificates  or
applications,  fully completed and properly  executed in a timely manner, as may
be  required  form  time to  time  by  Landlord's  mortgagee(s)  or  prospective
mortgagee(s).  Tenant shall execute and deliver to Landlord any modifications of
this Lease as may be  required  by a  mortgage  lender or  prospective  mortgage
lender of Landlord,  provided  that no such changes shall  materially  adversely
affect Tenant's rights or obligations hereunder.

      34.   RULES AND REGULATIONS.
            ----------------------

            Landlord  shall  have  the  right to  promulgate  from  time to time
reasonable  rules  and  regulations  applicable  to all  tenants  of the  Office
Building which shall not unreasonably  interfere with Tenant's use of the Common
areas or their demised  premises,  which rules and  regulations  shall be deemed
Obligations of Tenant under this Lease.

      35.   HEADINGS.
            ---------

            The  headings  contained  in the  body  of  this  Lease  are for the
purposes of identification only, and are not a part of the agreement between the
parties.

      36.   COMPLIANCE WITH LAWS.
            ---------------------

            (a)   Tenant Compliance. Tenant shall comply with Legal Requirements
pertaining  to the Premises,  any work  undertaken by Tenant at the Premises and
the manner in which Tenant conducts its business  therein.  Not in limitation of
the  generality of the foregoing,  it is expressly  agreed by Tenant that Tenant
shall comply with all Legal  Requirements  (as well as with reasonable rules and
regulations  of Landlord)  pertaining to (i) disposal of garbage,  including but
not limited to cardboard  and other  recyclables,  food and food  particles,  in
order to ensure  among other things that all garbage is suitably  contained  and
covered, (ii) disposal of any substances,  materials of wastes of a hazardous or
environmentally  sensitive  nature,  including but not limited to medical wastes
(if   applicable);   and  (iii)  disposal  of  grease  or  grease  products  (if
applicable),  in order to ensure  among other  things that there is not caused a
blockage or clogging in sewer lines. If the use of the Premises  involves in any
manner the  dissemination of grease or grease products,  Tenant shall provide to
Landlord,  prior to  commencement  of the conduct of  business at the  Premises,
evidence  of Tenant  having a  contract  and/or a specific  treatment  facility,
reasonably  acceptable to Landlord,  with respect to the  disposition  of grease
(such contract and/or treatment facility being referred to below collectively or
individually  as a "Grease  Treatment  Procedure").  In any  event,  the  Grease
Treatment  Procedure  shall  at all  times  be  sufficient  to  meet  all  Legal
Requirements  as well as to meet any  applicable  governmental  regulations  and
guidelines  controlling  or directed  toward the quality or quantity of effluent
content in sewer lines. During the Term, Tenant shall provide to Landlord,  upon
Landlord's   reasonable  request  from  time  to  time,   evidence  of  Tenant's
maintenance in effect of an acceptable Grease Treatment Procedure that meets the
then Legal Requirements and governmental regulations and guidelines.

                                       29

<PAGE>

            (b)   Right to Contest.  Tenant  shall have the right to contest the
validity  of any  alleged  violation  of any  Legal  Requirements,  and to defer
compliance  pending such contest if such deferral  shall be lawful and shall not
cause there to exist a hazardous  condition  or any  condition as would or might
tend to place in  jeopardy  the  Landlord or the Office  Building,  or any party
thereof;  and if compliance is so deferred,  the deferral  shall not be deemed a
breach of this  Lease,  provided  that the  proceeding  as to such  contest  are
prosecuted  diligently  and in good  faith.  Tenant  shall  indemnify  and  hold
Landlord  harmless  from and against any and all Claims  incurred by Landlord by
reason of any such deferral or contest.

      37.   FORCE MAJEURE.
            --------------

            All performances,  undertakings or obligations of Landlord or Tenant
hereunder shall be subject to force majeure,  and all times set forth herein for
compliance with any of the above shall be extended due to catastrophe, accident,
weather,   storms,   acts  of  war  and  insurrection,   acts  of  terrorism  or
bio-terrorism,   unavailability  of  materials,   strikes,  embargoes  or  other
conditions beyond the applicable party's control.  Notwithstanding  the above or
anything elsewhere herein contained to the contrary, in no event shall Tenant be
excused  from in each case making  paying of rent due under this Lease as of the
date set forth in this Lease for Tenant to do so.

      38.   PERFORMANCE OF TENANT'S OBLIGATIONS.
            ------------------------------------

            If Tenant shall  commit an Uncured  Default,  then  Landlord may but
shall not be obligated to cure such default on behalf of Tenant,  in which event
Tenant shall reimburse Landlord for all sums paid to effect such cure,  together
with  interest  at the rate of twelve  percent  (12%)  per annum and  reasonable
attorneys' fees. In order to collect such reimbursement, Landlord shall have all
the  remedies  available  to  Landlord  for a default  in the  payment  of rent.
Landlord  shall  have an  immediate  cure  right,  without  notice,  in cases of
emergency  including but not limited to the right to effect an immediate cure of
any failure of Tenant to maintain insurance required of Tenant hereunder.

      39.   WAIVER.
            -------

            The  failure  of  Landlord  to  enforce  against  Tenant  any  Lease
Provision  by reason of Tenant  committing  any breach of or default  under this
Lease,  shall not be  deemed a waiver  thereof  nor void or affect  the right of
Landlord to enforce the same Lease  Provision on the occasion of any  subsequent
breach or default  thereof;  nor shall the failure of  Landlord to exercise  any
right in this Lease on any occasion  arising  therefor be deemed or construed to
be a waiver of the right to exercise the same king of right upon any  subsequent
occasion.

      40.   EXECUTION; COMPLETE AGREEMENT; COUNTERPARTS; INTERPRETATION.
            ------------------------------------------------------------

            (a)   Neither this  instrument nor the  submission  hereof to any of
the parties  shall have any legal or binding  effect,  as an offer or otherwise,
unless and until this instrument shall have been signed by and delivered to each
of the parties,  and signed and  delivered to Landlord by the  guarantor(s),  if
any.

                                       30

<PAGE>

            (b)   There  are no  representations,  agreements,  arrangements  or
understanding,  oral or  written,  between the  parties  hereto  relating to the
subject  matter of this Lease that are not fully  expressed in this Lease.  This
Lease may not be changed or terminated  orally,  but only by a writing signed by
the parties hereto and delivered to each other.

            (c)   This Lease may be executed in any number of counterparts, each
of which shall be an original,  but all of which shall  together  constitute but
one agreement. Upon receipt of an affidavit from Landlord or Landlord's attorney
as to loss, theft or destruction of Landlord's  originally signed counterpart of
this Lease, Tenant shall execute and deliver to Landlord a duplicate  originally
signed counterpart hereof. It is understood that such loss, theft or destruction
does not affect the  validity  of this  Lease,  it being  intended  hereby  that
Landlord  have the  means to  obtain an  "original"  hereof so as to  facilitate
Landlord's use of this Lease for business or legal purposes.

            (d)   The  language  used in this Lease is deemed to be the language
chosen by the  parties to express  their  mutual  intent,  and no rule of strict
construction or interpretation shall be applied against any party on the grounds
that such party was the "drafter" of this document nor shall any such  principal
of construction or interpretation be used to resolve any alleged ambiguity.

      41.   BROKERS.
            --------

            Tenant  and  Landlord  represent  that they have dealt with any real
estate broker with regard to this lease.  Tenant and Landlord agree to hold each
other harmless from all loss,  costs or damage  including  reasonable  attorneys
fees related to a claim by any broker other than Broker for a commission arising
out of or related to the actions of this agreement.

      42.   NOTICES; REGISTERED AGENT.
            --------------------------

            (a)   All  notices,   statements,   demands,  consents,   approvals,
authorizations,  offers, agreements, appointments or designations (collectively,
"Notices")  herein by either  party to the other  shall be deemed to be given to
the other  party for the  purpose of this Lease only if in  writing,  and either
personally  served on the other party or sent by certified mail,  return receipt
requested, with postage prepaid, and addressed as follows:

            TO LANDLORD:   Frank P. Natale
                           1093 Highway 35
                           Oakhurst, New Jersey  07755

            COPY TO:       Raymond J. Farrell
                           A Professional Corporation
                           Attorney-At-Law
                           96 Freneau Avenue, Suite 2
                           Matawan, NJ  07747

            TO TENANT:     Central Jersey Bank, N.A.
                           627 Second Avenue
                           Long Branch, New Jersey  07740

                                       31

<PAGE>

            COPY TO:       James T. Sabaitis, Esq.
                           Sabaitis & Grundwerg, LLC
                           301 Morris Avenue
                           Spring Lake, New Jersey  07762

            (copies of Notices provided for herein may be sent by ordinary mail)

            or  to   substituted   parties  or  addresses,   provided  that  any
substituted party and/or address shall have theretofore been provided in writing
by the party effecting the substitution and shall have actually been received by
the other party.  Anything  above to the contrary  notwithstanding,  a Notice to
Tenant shall be deemed properly given if sent either to the above-stated address
for Tenant or to such  address of Tenant as is  regularly  used by Landlord  for
purposes of billing.  As of the date that Tenant  enters into  possession of the
Premises,  Landlord  shall  submit  its bills to Tenant at the  Premises  unless
Tenant gives to Landlord a Notice to the contrary.

            (b)   Tenant  represents that the name and address of its registered
agent for  services  of  process  in New  Jersey  are as set forth  below in the
signature block of this Lease.

      43.   GUARANTEE OF LEASE.
            -------------------

            Tenant  acknowledges  that Landlord would not have entered into this
Lease with Tenant  without  Tenant having  caused the Guarantee  annexed to this
Lease to be executed by the  individual(s)  set forth  thereon an that  Tenant's
delivery of the  Guarantee was a material  inducement to Landlord  entering into
this Lease.

      44.   BINDING EFFECT.
            ---------------

            This Lease  shall be binding  upon land inure to the  benefit of the
parties  hereto  and  their  respective   heirs,   administrators,   successors,
representatives and assigns.

      45.   SEVERABILITY.
            -------------

            If any Lease Provision shall be declared  invalid or  unenforceable,
the remainder of this Lease shall continue in full force and effect.

      46.   DEFINITION OF LANDLORD; LIABILITY OF LANDLORD.
            ----------------------------------------------

            The term  "Landlord"  as used in this Lease  means only the owner or
the mortgagee in possession for the time being of the Office  Building,  so that
in the event of any sale of the Office  Building or an assignment of this Lease,
Landlord  named  herein  shall  be and  hereby  is  entirely  relieved  for  all
obligations  of  Landlord  hereunder  and it shall  be  deemed  without  further
agreement  and  such  purchaser(s)  or  assignee(s)  that  the  purchaser(s)  or
assignee(s)  have assumed and agreed to observe and perform all  obligations  of
Landlord  hereunder;  it being  understood  that the  provision of this sentence
shall be applicable to any successor Landlord.  Notwithstanding  anything to the
contrary  provided in this Lease,  and  irrespective of whether  Landlord or any
successor  in interest of Landlord  shall be a natural  person,  joint  venture,
tenancy in common,  limited liability company,  firm or partnership,  general or
limited, or any other type

                                       32

<PAGE>

of entity now or hereafter  existing under the law (in any event called below as
"Entity"),  there shall be no personal liability on the part of Landlord or such
natural person, or on the part of any partner,  member or other principal of any
applicable  Entity (however the interests or ownership  shares in the Entity are
or may  in  the  future  be  denominated),  with  respect  to  any of the  Lease
Provisions, or in any manner arising out of this Lease whether involving alleged
personal injury,  alleged property damage or a claim of any other nature; and in
all events,  irrespective  of who or what  person(s)  or  Entity(ies)  comprised
Landlord,  Tenant  shall  look  solely  to the  equity of  Landlord  (or of such
successor in interest) in the Office  Building for the  satisfaction of each and
every  remedy  of  Tenant in the  event of any  breach  by  Landlord  or by such
successor  in interest or any of the Lease  Provisions,  or with  respect to any
claim of any nature against Landlord arising out of this Lease, such exculpation
of personal liability to be absolute and without any exception whatsoever.

      47.   ENVIRONMENTAL COMPLIANCE; ISRA.
            -------------------------------

            (a)   Tenant  Compliance with  Environmental  Laws. Tenant shall not
use or suffer  to be used the  Premises  in any  manner as to create or cause an
environmental  violation or hazard.  Not in limitation of the  generality of the
above,  it is understood  that Tenant shall not cause or suffer to be caused any
chemical  contamination  or  discharge  of a  substance  of any nature  which is
noxious, offensive or harmful or which, under any Legal Requirement, constitutes
a hazardous  substance  or hazardous  waste.  Tenant  shall  indemnify  and hold
harmless  Landlord  against  any Claims  incurred  by Landlord by reason (i) the
failure by Tenant or its Agents to comply with the Industrial  Site Recovery Act
of New Jersey (which law including its  regulations  shall be referred to herein
as "ISRA"),  the Spill  Compensation and Control Act or any other  environmental
Legal Requirement now or hereafter in effect,  and/or (ii) any provision of this
Section 49.

            (b)   ISRA. Tenant expressly agrees as follows with respect to ISRA:

                  (i)   Tenant  shall  not  without   landlord's  prior  written
                        consent generate, manufacture, refine, transport, treat,
                        store,  handle,  dispose  or  otherwise  deal  with  any
                        hazardous  substances or hazardous waste as presently or
                        in  the  future   defined   in  ISRA  (the   generation,
                        manufacture,  refinement,   transportation,   treatment,
                        storage, handling,  disposition and/or otherwise dealing
                        with such substance or waste,  as the case may be, being
                        referred to herein as "dealing with" such  substances or
                        waste.

                  (ii)  If at any time during the Term there shall be  required,
                        with  respect to the Premises or any part  thereof,  any
                        act pursuant to or  compliance  with ISRA  including the
                        filing  of any  required  notice  of  sale  or  negative
                        declaration    affidavits   or   the    preparation   or
                        effectuation  of any  cleanup  plans,  Tenant  shall  be
                        responsible  for such  compliance  as if Tenant were the
                        "owner" of the Premises as defined by ISRA.

                                       33

<PAGE>

                  (iii) Tenant   acknowledges  its  understanding  that  at  the
                        expiration or earlier  termination of this Lease, or, as
                        the case may be, any  termination  of  occupancy  of the
                        Premises or part  thereof by Tenant,  a subleasee or any
                        other party, certain notices,  filing and (if determined
                        to be  necessary)  sampling  plans,  cleanup  plans  and
                        cleanup work will be required by the State of New Jersey
                        if Tenant's or any  subtenant's  or other party's use of
                        the Premises or any part thereof renders the Premises an
                        "industrial    establishment"    under    ISRA    ("ISRA
                        Requirements").  If  such  is the  case,  Tenant  shall,
                        either in its own name or, if  required,  in the name of
                        Landlord, comply, at Tenant's own expense, with all ISRA
                        Requirements.

                  (iv)  At the  request of  Landlord  from time to time,  Tenant
                        shall

                        (1)   provide to Landlord  copies of any documents filed
                              by Tenant pursuant to ISRA;

                        (2)   permit   Landlord   to  be  present  at  any  ISRA
                              inspections,  on or off site,  and at any meetings
                              of the Department of  Environmental  Protection of
                              New Jersey or other meetings relating to ISRA; and

                        (3)   provide  Landlord  with an  inventory or materials
                              and  substances   dealt  with  by  Tenant  at  the
                              Premises,  as well as such additional  information
                              relating to Tenant,  any  subtenant(s)  and/or the
                              Premises  as  may  be   reasonably   requested  by
                              Landlord  (in  affidavit  form  or  otherwise,  as
                              reasonably  required  by  Landlord)  in order that
                              Landlord be able to provide  information  for ISRA
                              filings,  for  determination  of whether there has
                              been  compliance  with  any  environmental   Legal
                              Requirement,     or    for     determination    of
                              applicability/non-applicability of ISRA.

                        (4)   Within thirty (30) days of lease execution deliver
                              to Landlord an affidavit  setting  forth  Tenant's
                              use of the premises during the lease term, its SIC
                              number and a detailed account of any environmental
                              happenings and the results thereof.

            (c)   Lease  Termination.  The  provisions  of this Section 48 shall
survive a Lease  Termination,  and it shall be the  responsibility  of Tenant to
require any  subtenant of the  Premises to agree  expressly in writing to comply
with the  provisions  of this  Section 48.  Tenant shall use its best efforts to
cause  the  principals  of any  corporate  subtenant  to agree to be  personally
responsible for compliance with the provisions of this Section 48.

            (d)   SIC. Tenant represents that its SIC number is 6021.

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            (e)   Cleanup Rental Requirements.  In the event that any cleanup is
required by reasons of the actions of Tenant and said  cleanup is not  completed
prior to the termination of the Lease,  Tenant shall be responsible for the rent
at the  holdover  rate and all of the  other  obligations  of  Tenant  until the
earlier of (I) the date the  cleanup is  completed  to the  satisfaction  of the
applicable agency or (ii) the date that Landlord is able to relet the Premises.

      48.   WAIVER OF JURY TRIAL.
            ---------------------

            The  parties  waive  the  right of trial by jury in any  dispute  or
action  involving,  related  to or in any way  arising  out of this  Lease.

      49.   EXHIBITS.
            ---------

            All exhibits  referred to in this Lease are annexed  hereto  (unless
otherwise provided) and are part hereof.

      50.   REQUESTS AS TO CERTAIN ACTIONS.
            -------------------------------

            If in connection with this Lease the Tenant shall require or request
that Landlord  execute or consent to any  documents,  such as but not limited to
instruments  of  assignment  or  sublease,  leasehold  financing or lien waiver,
Tenant shall  reimburse  Landlord for  Landlord's  reasonable  attorneys'  fees,
including  allocated  fees of in-house  counsel,  with respect to the review and
response involved.

      51.   OFFICE BUILDING LEASE.
            ----------------------

            It is understood and agreed that this is a lease of real property in
a  Office  Building  as such  lease  is  described  in  Section  365(b)3  of the
Bankruptcy Code.

      52.   INCOMPLETE INFORMATION OR DOCUMENTATION.
            ----------------------------------------

            If for any  reason of the  following  information  or  documentation
shall have not been inserted in this Lease (or, as the case may be,  provided to
Landlord) as of the date that execution and delivery  hereof shall have occurred
pursuant to Section 41 hereof:

            $     name  and  address  of  registered  agent as  provided  for in
                  Section 44 hereof;

            $     address,  for notice  purposes or  otherwise,  of any party or
                  guarantor,  including  a  residence  address  for  any and all
                  individuals(s) comprising Tenant and/or Guarantor;

            $     social   security   number  for  any  and  all   individual(s)
                  comprising Tenant and/or Guarantor; or

            $     Title of any  person(s)  and/or  entity(ies)  having signed or
                  attested on behalf of any entity

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<PAGE>

            $     certificate of resolutions  authorizing Tenant to have entered
                  into  this  Lease  and/or  (as the  case  may be)  authorizing
                  Guarantor to have executed and delivered a Guarantee hereof.

then, in any such event, the absence of such information or documentation  shall
not affect the validity,  full force and effect or enforceability of this Lease,
but the party to which the information or  documentation  relates shall have the
continuing  obligation to provide such  information or  documentation  not later
than five (5) days after request of the other party,  and the failure to provide
same shall constitute a default hereunder.

IN WITNESS  WHEREOF,  the parties hereto have executed this Lease  Agreement the
day and year first above written.

                                         CENTRAL JERSEY BANK, N.A.

ATTEST:                                  BY: /s/ James S. Vaccaro
                                            ------------------------------------
                                              James S. Vaccaro
   Corin M. Janosz                            President and CEO
-------------------------

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